EXHIBIT 99.1

RINGCUBE TECHNOLOGIES, INC.

2011 Restricted Stock Unit Plan

This 2011 Restricted Stock Unit Plan (this “ Plan ”) has been adopted by RingCube Technologies, Inc., a California corporation, to provide a long-term incentive to certain designated employees of the Company (as defined below) to continue their employment with the Company.

1. Certain Definitions . As used in this Plan:

“ Acquiror ” is defined in the definition of “Sale Event.”

“ Board ” means (i) prior to the consummation of a Sale Event, the board of directors the Company, and (ii) after the consummation of a Sale Event, the board of directors of the Parent Company. After the consummation of a Sale Event, the Board may delegate some or all of its powers and authority under this Plan to a committee of the Board, and if and to the extent of any such delegation, references in this Plan to the Board will mean any such committee.

“ Capital Stock ” means the Series C Preferred Stock of the Company, par value $0.0005 per share.

“ Capital Stock Value Per Share ” means the per share consideration payable or otherwise distributable to the holder of shares of Capital Stock in a Sale Event (including, for the avoidance of doubt, any portion of such per share consideration allocated to fund escrow obligations).

“ Capitalization Adjustment ” is defined in Section 12.

“ Company ” means RingCube Technologies, Inc., a California corporation, and its successors and assigns.

“ Effective Date ” means the effective date of this Plan, which is the date on which this Plan is first approved by the Board.

“ Exchange Ratio ” is defined in Section 3(b).

“ Parent Common Stock ” means duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Parent Company.

“ Parent Company ” means the ultimate parent corporation of the Acquiror.

“ Parent Price ” means the closing price of a share of Parent Common Stock as reported on The Nasdaq Global Select Market (or any other market on which the Parent Common Stock is principally traded) for the last trading day immediately prior to the day on which consummation of a Sale Event occurs.

“ Participants ” means those employees of the Company designated as participants, who have entered into and delivered to the Company a restricted stock unit agreement (a “ Restricted Stock Unit Agreement ”), pursuant to which they have been granted Restricted Stock Units under such Restricted Stock Unit Agreement and this Plan.

“ Recipients ” is defined in Section 13.

“ Restricted Stock Unit Agreement ” is defined in the definition of “Participants.”

“ Restricted Stock Units ” means those certain Restricted Stock Units available for issuance under this Plan.

“ Sale Event ” means either the (i) first merger, after the Effective Date, of the Company with or into any other entity pursuant to which the holders of outstanding voting stock of the Company immediately prior to such merger hold, directly or indirectly, less than 50% of the outstanding voting stock of the surviving corporation of the merger, immediately after such merger, or (ii) first sale of all or substantially all of the outstanding capital securities of the Company, after the Effective Date, to any other entity (either the surviving corporation in clause (i) of this sentence, or the acquiring entity in clause (ii) of this sentence, the “ Acquiror ”). For purposes of clarity, there shall only be one Sale Event.

“ Securities Act ” is defined in Section 3(c)(X).

“ Separation Date ” is defined in Section 2(c).

“ Shares ” means shares of Parent Common Stock granted by the Parent Company to a Participant in accordance with Section 3(b) of this Plan.

“ Vesting Date ” is defined in Section 2(c).

2. Restricted Stock Units .

(a) Allocation of Restricted Stock Units; Maximum . Subject to the provisions of this Section 2(a), from and after the Effective Date until the consummation of a Sale Event, the Board shall have the authority to (i) designate Participants in this Plan, (ii) make allocations of Restricted Stock Units on a U.S. dollar-denominated basis under this Section 2(a) and (iii) enter into Restricted Stock Unit Agreements with such Participants, subject to the maximum set forth below and further subject to guidelines, if any, that the Board shall set forth at any time or from time to time. Any such dollar-denominated allocation represents only an unfunded and unsecured promise to a Participant to receive a grant of Restricted Stock Units prior to the Effective Time, which grant of Restricted Stock Units shall be in an amount equal to (i) such Participant’s dollar-denominated allocation divided by (ii) the Capital Stock Value Per Share (rounded down to the nearest whole number). No Restricted Stock Units may be granted under this Section 2(a) following the consummation of a Sale Event. The maximum, aggregate amount of dollar-denominated allocations under this Section 2(a) shall not exceed $3,400,000. Each grant of a Restricted Stock Unit under this Section 2(a) shall at all times be subject to all applicable terms and conditions of the Restricted Stock Unit Agreement and this Plan.

(b) Vesting . Provided a Participant remains employed by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), such Participant’s Restricted Stock Units shall vest on the following vesting schedule: one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the one (1)-year anniversary of the date of the consummation of the Sale Event; one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the two (2)-year anniversary of the date of the consummation of the Sale Event; and one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the three (3)-year anniversary of the date of the consummation of the Sale Event (each date, a “ Vesting Date ”).

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(c) Termination of Restricted Stock Units . Upon termination of any Participant’s employment with the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), such that after such termination, such Participant is no longer employed by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), regardless of the reason, if any, for such termination (including by reason of death or permanent disability or disaffiliation of any such subsidiary or affiliate with the Parent Company) or whether such termination is by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries) or such employee (the date of such termination, the “ Separation Date ”), all allocations made, or Restricted Stock Units granted, to or held by that Participant that are unvested as of the Separation Date shall terminate and be forfeited by that Participant as of the Separation Date; and thereafter such Participant will have no rights in respect of any allocation or Restricted Stock Units, the Restricted Stock Unit Agreement or this Plan except the right to receive payment for Restricted Stock Units that vested prior to the Separation Date as set forth in such Participant’s Restricted Stock Unit Agreement and this Plan. All Restricted Stock Units so terminated and forfeited will for all purposes under this Plan be cancelled and void and shall not be available for reallocation under this Plan or otherwise. This Section 2(c) may be modified by a written agreement between the Participant and the Company, the Acquiror or the Parent Company, as the case may be.

3. Settlement of Restricted Stock Units .

(a) Delivery of Shares . Subject to Sections 3(c), 3(d), 3(h) and 7, prior to the consummation of a Sale Event and upon the vesting of each Restricted Stock Unit, the Company shall, within ten (10) business days following the applicable Vesting Date, deliver to the Participant holding such Restricted Stock Unit one share of Capital Stock, and such Restricted Stock Unit shall be deemed satisfied and retired (and, for clarity, shall not be available for reallocation under this Plan or otherwise). Notwithstanding the foregoing, this Section 3(a) shall not apply if Section 3(b) applies with respect to a Restricted Stock Unit.

(b) Following a Sale Event . Effective upon the consummation of a Sale Event, by virtue of the Sale Event and without any action on the part of the Participant, the Company, the Acquiror, the Parent Company or the Board, each Restricted Stock Unit shall be converted into the right to receive, as of the applicable Vesting Date upon which such Restricted Stock Unit vests and subject to Sections 3(c), 3(d), 3(h) and 7, a number of Shares equal to the quotient obtained by dividing Capital Stock Value Per Share by the Parent Price (the “ Exchange Ratio ”). Within a reasonable period of time following the consummation of a Sale Event and subject to Sections 3(c), 3(d), 3(h) and 7, the Parent Company shall deliver to each Participant holding a Restricted Stock Unit a communication describing the number of Shares represented by each Restricted Stock Unit.

(c) Violation of Law . Notwithstanding any other provision of this Plan, if, at any time, in the reasonable opinion of the Company (or, after the consummation of a Sale Event, the Parent Company), the issuance of Shares upon settlement of a Restricted Stock Unit would constitute a violation of law, then the Company (or, after the consummation of a Sale Event, the Parent Company) may delay such payment or issuance until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under applicable law, rule, or regulation, or the Company (or, after the consummation of a Sale Event, the Parent Company) is

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otherwise satisfied that such payment or issuance is in compliance with applicable law, rule or regulation, and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied:

(X) the Shares are at the time of the issue of such Shares effectively registered under the Securities Act of 1933, as amended (the “ Securities Act ”), if applicable; or

(Y) the Company (or, after the consummation of a Sale Event, the Parent Company) shall have determined, on such basis as it deems appropriate, acting reasonably (which may, if reasonably necessary, include an opinion of counsel in form and substance satisfactory to the Company (or, after the consummation of a Sale Event, the Parent Company)) that the issuance and delivery of such Shares does not require registration under the Securities Act or any applicable State securities laws.

The Company (and, after the consummation of a Sale Event, the Parent Company) shall use its commercially reasonable efforts to bring about the occurrence of said events. Without limiting the foregoing and subject at all times to applicable law, rule and regulation, the Parent Company shall (i) file, as soon as reasonably practicable following the consummation of a Sale Event and prior to the first Vesting Date, a registration statement on Form S-8 (or any successor form or another appropriate form) under the Securities Act to register the Shares issuable under this Plan, (ii) use commercially reasonable efforts at least equivalent to those used in maintaining the effectiveness of Parent’s other registration statements on Form S-8 to maintain the effectiveness of such registration statement for as long as Restricted Stock Units remain outstanding, and (iii) promptly notify the Participants if at any time after such registration statement becomes effective the Participants are not permitted to resell such Shares under such registration statement because of any condition affecting the Parent Company.

(d) Tax . Whenever Shares are to be issued pursuant to Restricted Stock Units granted under this Plan or such Restricted Stock Units vest under this Plan, the Company (or, after the consummation of a Sale Event, the Parent Company) shall have the right, in its sole and absolute discretion, to:

(i) withhold an amount of funds from the net salary or other cash compensation of the Participant sufficient to satisfy all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements if, when, and to the extent required by law prior to the delivery of any cash amount, or certificate or certificates for such Shares;

(ii) require the Participant to remit to the Company (or, after the consummation of a Sale Event, the Parent Company) an amount of funds sufficient to satisfy all federal, state, local or other withholding tax, employee’s social security contributions, and duty requirements if, when, and to the extent required by law prior to the delivery of any cash amount, or certificate or certificates for such Shares;

(iii) require the Participant to satisfy any such withholding by simultaneously delivering a notice to the Company (or, after the consummation of a Sale Event, the Parent Company), together with a copy of irrevocable instructions to a broker to deliver promptly to the Company (or, after the consummation of a Sale Event, the Parent Company) an amount of sale proceeds of such number of Shares (rounded up to the nearest whole Share) otherwise issuable under this Plan necessary to pay all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements;

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(iv) require the Participant to satisfy any such withholding by forfeiting to the Company (or, after the consummation of a Sale Event, the Parent Company) a number of Shares (rounded up to the next whole Share) otherwise issuable under this Plan with a market value equal to the amount of all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements based on the closing price of a Share as reported on the Nasdaq Global Select Market (or, if not traded thereon, such principal securities exchange or automatic dealer quotation system on which the Shares are traded) for the last trading day immediately prior to the day on which the withholding is made; or

(v) any combination of the foregoing.

To avoid adverse accounting treatment to the Company (or, after the consummation of a Sale Event, the Parent Company) that otherwise would not occur in the absence of tax withholding, the Company (or, after the consummation of a Sale Event, the Parent Company) may withhold or account for federal, state, local or other withholding tax, employee’s social security contributions and duty requirements by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for such tax amounts is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the federal, state, local or other withholding tax, employee’s social security contributions and duty requirements due as a result of any aspect of the Participant’s participation in the Plan. The obligations of the Company (or, after the consummation of a Sale Event, the Parent Company and the Acquiror) under this Plan and the Restricted Stock Unit Agreements with respect to the issuance of Shares to a Participant shall be conditional on the satisfaction of all applicable taxes by such Participant with respect to such Shares, and the Company (or, after the consummation of a Sale Event, the Parent Company and the Acquiror) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

Any taxes, employee’s social security obligations, duties or other expenses which may be incurred by the Participant in connection with this Plan or any payments or distributions of Shares shall be borne by each Participant. The Parent Company may refuse to issue or deliver the Shares if the Participant fails to comply with his or her tax obligations in connection with participating in the Plan. In addition to the foregoing, each Participant shall be required to pay to the competent tax authorities any supplementary taxes that he/she may owe in relation to the Plan, the issuance of Shares or otherwise or as a result of any tax audit or similar occurrence and shall be required to indemnify the Company, the Acquiror and/or the Parent Company with regard to any corresponding liability of such entity vis-à-vis the tax authorities.

Each Participant has made his or her decision to participate in this Plan by himself or herself. Each Participant has informed himself or herself about any and all conditions and tax risks and has obtained advice or competent tax advisors if and as considered necessary by him or her.

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(e) No Rights to Transfer . Restricted Stock Units are not assignable or transferable. No Participant shall have the right to sell, assign, transfer, pledge, gift, bequeath, encumber or hypothecate his or her right in or to any Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a) or 3(b), respectively, the Shares to be issued in respect thereof) in any manner, nor shall such right of any Participant be subject to claims of his or her creditors, or be liable to attachment, execution or other process of law. Any attempted sale, assignment, transfer, pledge, hypothecation, gift, bequest or other disposition of a Participant’s right in or to the Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a) or 3(b), respectively, the Shares to be issued in respect thereof) shall be null and void and without effect.

(f) Restricted Stock Units Uncertificated . Restricted Stock Units will not be certificated and the right to receive Restricted Stock Units shall be a contract right only and will be evidenced only by the Restricted Stock Unit Agreements, this Plan and by entries in the Company’s books, records and systems. Restricted Stock Units carry no voting, dividend, participation, liquidation or other equity rights or characteristics. No Participant shall have any rights as a stockholder of the Company, the Acquiror or the Parent Company by reason of holding Restricted Stock Units.

(g) No Representation or Warranty . NO REPRESENTATION OR WARRANTY IS MADE WITH RESPECT TO THE VALUE, IF ANY, OF ANY RESTRICTED STOCK UNITS, SHARES OF CAPITAL STOCK, OR ANY SHARES GRANTED OR ISSUED IN RESPECT THEREOF AS SET FORTH IN THIS PLAN AND THE RESTRICTED STOCK UNIT AGREEMENTS.

(h) No Fractional Shares . No fraction of a Share shall be issued upon settlement of a Restricted Stock Unit. The total number of Shares potentially payable to a particular Participant upon vesting of all of such Participant’s Restricted Stock Units (calculated pursuant to Section 3(b)) shall be adjusted to a whole number of Shares with no payment for any fraction in accordance with the procedures established by the Board or any administrator to whom the Board has delegated administration of this Plan.

(i) Reservation of Shares . After the consummation of a Sale Event, the Parent Company will at all times during the term of this Plan reserve or keep available such number of Shares as will be sufficient to satisfy the requirements of this Plan.

4. No Rights to Continued Employment . Nothing in this Plan is intended to confer on any person any right to continued employment with the Company, the Acquiror or the Parent Company, or any of their respective subsidiaries or affiliates, notwithstanding that the continuation of employment may be required in order to receive any Shares under this Plan.

5. Governing Law and Administration of Plan . This Plan will be governed by and interpreted and construed in accordance with the internal laws of the State of California, without reference to principles of conflicts or choice of law. The captions of sections of this Plan are for convenience of reference only and will not affect the interpretation or construction of this Plan.

This Plan will be administered by the Board. The Board will have authority, exercisable in its sole and absolute discretion, to interpret and construe this Plan, to make all determinations necessary or advisable for Plan administration, and to correct any defect, supply any omission or reconcile any inconsistency in this Plan in such manner and to such extent as it shall reasonably determine in good faith to be advisable to effectuate the purposes of this Plan. All such interpretations, determinations, and actions by the Board will be final, binding, and conclusive.

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After the consummation of a Sale Event, the Board may delegate some or all of its powers and authority hereunder to a committee of the Board and if and to the extent of any such delegation, references in this Plan to the Board will mean such committee.

6. Amendment . Prior to the consummation of a Sale Event, the Board may, in its sole and absolute discretion, amend the provisions of this Plan and the terms of any Restricted Stock Units allocated under this Plan without the consent of any Participant. On and after the consummation of a Sale Event, the Board may not amend the provisions of this Plan or the terms of any Restricted Stock Units without the written consent of each Participant who would be materially adversely affected by such amendment.

7. Release . No Participant shall receive any Shares hereunder unless such Participant has first executed and delivered to the Company, the Acquiror and/or the Parent Company, as applicable, as of a date no more than five days prior to such receipt, a general release in such form as the Board may require, provided that any such general release shall not require a Participant to waive any claims such Participant has or may have under any definitive purchase agreement relating to the Sale Event.

8. Termination . This Plan shall by its terms terminate automatically, and all Restricted Stock Units outstanding under this Plan shall by their terms be automatically cancelled and deemed forfeited, if the consummation of a Sale Event does not occur within one hundred eighty (180) business days following the Effective Date; provided , however , that the Board at any time prior to the consummation of a Sale Event may extend the term of this Plan, the Restricted Stock Unit Agreements and the term of any Restricted Stock Unit for one or more additional period(s) as it shall determine in its sole and absolute discretion. On and after the consummation of a Sale Event, this Plan, Restricted Stock Unit Agreements and all Restricted Stock Units, and all claims of Participants connected therewith, outstanding under this Plan shall by their terms automatically terminate immediately upon the earlier of (a) the issuance of all Shares as contemplated by Section 3 of this Plan or (b) the ten-year anniversary of the Effective Date.

9. Benefit Amounts Not Salary . No Shares issuable pursuant to this Plan shall be deemed salary or other compensation to any Participant for purposes of computing benefits to which a Participant may be entitled under any vacation, disability, profit sharing, pension plan, compensation for loss of office or other arrangement of the Company or any of its subsidiaries or the Acquiror or any of its subsidiaries or affiliates (including the Parent Company) for the benefit of its respective employees or independent contractors except as otherwise specifically provided by such plan or arrangement. To the extent applicable upon the consummation of a Sale Event, this Plan is intended to constitute an “unfunded” plan for incentive compensation, and is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

10. Successors . This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns. Without limiting the foregoing, effective at the consummation of a Sale Event, this Plan shall be binding upon the Company and the Parent Company by virtue of the Sale Event and without the need for any further action on the part of the Company, the Board, the Acquiror or the Parent Company.

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11. Nonexclusivity of this Plan . The adoption of this Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of cash incentives, stock options and restricted stock other than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

12. Adjustments . If, after the consummation of a Sale Event, any change is made in, or other event occurs with respect to, the Shares subject to this Plan or subject to any Restricted Stock Unit (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction) (each a “ Capitalization Adjustment ”), the outstanding Restricted Stock Units will be appropriately adjusted in the class(es) and number of securities or other property subject to such outstanding Restricted Stock Units. The Board shall make such adjustments, or shall delegate authority to any administrator of this Plan to make such adjustments, in good faith, and its determination so made shall be final, binding and conclusive.

13. Data Protection. The Participants agree that the Company and the Parent Company, and their affiliates, their corporate bodies, the members thereof and their shareholders and all contractors, including Fidelity Stock Plan Services, LLC (or such other stock plan service provider as may be selected in the future), advisors or employees thereof (collectively, the “ Recipients ”) may, in compliance with applicable legal provisions, manually or electronically store, process or exchange among themselves personal data of the Participants. This applies without limitation to personal data which serve for the purpose of identification of the Participants (e.g., name, profession, address, date of birth) as well as for such personal data as may have a bearing on the participation in this Plan, the acquisition, the holding or the disposition of the Shares. The Participant may at any time view his or her personal data, request information on the storage and process of personal data, require any necessary amendments to the data or withdraw his or her consent set forth in this section by contacting in writing the Participant’s local human resources representative. The Participant understands that withdrawing his or her consent may affect his or her ability to participate in the Plan.

14. Entire Understanding . This Plan together with the Restricted Stock Unit Agreements and any other written agreement between the Participant and the Company, the Acquiror or the Parent Company, as the case may be, modifying the provisions of Section 2(b), sets forth the entire understanding between the Company, the Acquiror, the Parent Company and the Participants with respect to the matters referred to herein and supersedes all prior representations, commitments, understandings or agreements with respect thereto.

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EXHIBIT 99.2

NOVEL LABS, INC.

AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN

The purpose of the Plan is to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to align their interests with those of the Company’s shareholders.

The Plan was adopted by the Board of Directors effective September 30, 2011, and is hereby amended and restated subject to and effective immediately prior to the Closing (as defined in that certain Agreement and Plan of Merger by and among Citrix Systems, Inc., the Company and the Stockholder Representative, dated as of September 30, 2011 (the “Merger Agreement”)).

2.1 “Accelerate, Accelerated, and Acceleration” means: (a) when used with respect to an Option, that as of the time of reference the Option will become exercisable with respect to some or all of the shares of Stock for which it was not then otherwise exercisable by its terms and (b) when used with respect to Restricted Stock, that the Risk of Forfeiture otherwise applicable to the Stock shall expire with respect to some or all of the shares of Restricted Stock then still otherwise subject to the Risk of Forfeiture.

2.2 “Acquisition” shall mean the occurrence of any of the following events:

(a) a merger or consolidation of the Company with or into another person; or

(b) the sale, transfer, or other disposition of all or substantially all of the Company’s assets to one or more other persons in a single transaction or series of related transactions, unless, in the case of foregoing clauses (i) and (ii), securities possessing more than 50% of the total combined voting power of the survivor’s or acquiror’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities immediately prior to that transaction.

2.3 “Affiliate” shall mean any corporation, partnership, limited liability company, limited liability partnership, business trust, or other entity controlling, controlled by or under common control with the Company.

2.4 “Award” means any grant or sale pursuant to the Plan of Options or Restricted Stock.

2.5 “Award Agreement” means an agreement between the Company and the recipient of an Award, setting forth the terms and conditions of the Award.

2.6 “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

2.7 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.8 “Commission” means the Securities and Exchange Commission.

2.9 “Committee” means the Board or a committee of the Board. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time ( i.e. , either the Board of Directors or a committee or committees of the Board, as applicable).

2.10 “Company” shall mean Novel Labs, Inc., a North Carolina corporation, and any successor corporation to all or substantially all of the assets or voting stock of Novel Labs, Inc. which shall by appropriate action adopt the Plan.

2.11 “Disability” shall mean a condition that renders an individual unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment as determined in the Board’s sole discretion.

2.12 “Effective Date” means September 30, 2011, the original effective date of the Plan.

2.13 “Employee” shall mean any individual who is a common-law employee of the Company and who is an “employee” within the meaning of section 3401(c) of the Code and regulations issued thereunder.

2.14 “Grant Date” means the date on which an Option or other Award is granted.

2.15 “Incentive Option” shall mean an incentive stock option described in section 422(b) of the Code.

2.16 “Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Stock is admitted to quotation on a national securities exchange, the determination shall be made by reference to market quotations. If the date for which Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s “initial public offering.”

2.17 “Nonstatutory Option” shall mean a stock option that is not an Incentive Option.

2.18 “Option” shall mean an option to purchase shares of Stock.

2.19 “Optionee” shall mean a Participant to whom an Option shall have been granted under the Plan.

2.20 “Participant” means any holder of an outstanding Award under the Plan.

2.21 “Plan” shall mean the Novel Labs, Inc. Amended and Restated 2007 Stock Incentive Plan.

2.22 “Restricted Stock” means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture.

2.23 “Restricted Stock Units” means rights to receive shares of Stock at the close of a Restriction Period, subject to a Risk of Forfeiture.

2.24 “Restriction Period” means the period of time, established by the Committee in connection with an Award of Restricted Stock, during which the shares of Restricted Stock are subject to a Risk of Forfeiture described in the applicable Award Agreement.

2.25 “Risk of Forfeiture” means a limitation on the right of the Participant to retain Restricted Stock, including a right in the Company to reacquire shares of Restricted Stock at less than their then Market Value, arising because of the occurrence or non-occurrence of specified events or conditions.

2.26 “Securities Act” shall mean the U.S. Securities Act of 1933, as amended, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.27 “Service Provider” means an Employee, director or consultant of the Company.

2.28 “Stock” shall mean the common stock, no par value per share, of the Company.

2.29 “Ten Percent Owner” means a person who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporations of the Company, as defined in Section 424(e) and (f), respectively, of the Code. Whether a person is a Ten Percent Owner shall be determined with respect to an Option based on the facts existing immediately prior to the Grant Date of the Option.

3.1 Except as provided in Section 5.1, unless the Plan shall have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on the Effective Date and ending immediately prior to the tenth (10 ^th ) anniversary thereof. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan. Awards of Incentive Options granted prior to stockholder approval of the Plan are expressly conditioned upon such approval, but in the event of the failure of the stockholder to approve the Plan shall thereafter and for all purposes be deemed to constitute Nonstatutory Options.

4.1 General Rule. The Plan shall be administered by the Committee; provided, however , that at any time and on any one or more occasions the Board may itself exercise any of the powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’s exercise of its

authorities hereunder; and provided further, however , that the Committee may delegate to an executive officer or officers the authority to grant Awards hereunder to Service Providers, in accordance with such guidelines as the Committee shall set forth at any time or from time to time. Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations with respect to each Award to be granted by the Company under the Plan including the Service Provider to receive the Award and the form of Award. In making such determinations, the Committee may take into account the nature of the services rendered by such Service Provider, his or her present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective Award Agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming any interest under the Plan or an Award made pursuant hereto.

5.1 Persons Eligible. The Committee may grant from time to time and at any time prior to the termination of the Plan one or more Awards, either alone or in combination with any other Awards, to any Service Provider; however, only employees of the Company, shall be eligible for the grant of an Incentive Option; provided, however , that from and after the Closing (as defined in the Merger Agreement), no further Awards shall be granted under the Plan .

6.1 General Terms of Awards . Each grant of an Award shall be subject to all applicable terms and conditions of the Plan (including but not limited to any specific terms and conditions applicable to that type of Award set out in the following Sections), and such other terms and conditions, not inconsistent with the terms of the Plan, as the Committee may prescribe. Any additional terms of an Award shall be set forth in an agreement evidencing the Award by and between the Company and the Participant.

6.2 Effect of Termination of Employment, Etc . Unless the Committee, in its sole discretion shall at any time determine otherwise with respect to any Award, and, except as otherwise provided in any Award Agreement, if the Participant’s employment or other association with the Company and its Affiliates ends for any reason, including because of the Participant’s employer ceasing to be an Affiliate, (a) any outstanding Option of the Participant shall cease to be exercisable in any respect not later than three (3) months following that event and, for the period it remains exercisable following that event, shall be exercisable only to the extent exercisable at the date of that event, and (b) any other outstanding Award of the Participant shall be forfeited or otherwise subject to return to or repurchase by the Company on the terms specified in the applicable Award Agreement. Notwithstanding the foregoing, each Award Agreement shall provide the Participant with the right to exercise an Option following the Participant’s termination of service during the Option term, to the extent the Option was

exercisable for vested shares upon termination of service, for at least thirty (30) days if termination of service is due to any reason other than cause, death or Disability, and for at least six (6) months after termination of service if due to death or Disability (but in no event later than the expiration of the Option term). If the Participant’s service is terminated for cause, the Award Agreement may provide that the Participant’s right to exercise the Option terminates immediately on the effective date of the Participant’s termination. Military or sick leave or other bona fide leave shall not be deemed a termination of employment or other association, provided that it does not exceed the longer of ninety (90) days or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract.

6.3 Non-Transferability of Awards . Except as otherwise provided in this Section 6.3, Awards shall not be transferable, and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All of a Participant’s rights in any Award may be exercised during the life of the Participant only by the Participant or the Participant’s legal representative. However, the Committee may, at or after the grant of an Award of a Nonstatutory Option, or shares of Restricted Stock, provide that such Award may be transferred by the recipient to a family member; provided, however , that any such transfer is without payment of any consideration whatsoever and that no transfer shall be valid unless first approved by the Committee, acting in its sole discretion. For this purpose, “family member” means any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee’s household (other than a tenant or employee), a trust in which the foregoing persons have more than 50% of the beneficial interests, a foundation in which the foregoing persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.

6.4 Other Stock Based Awards. In the Committee’s discretion, other Awards of shares of Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Stock or other property, may be granted hereunder to Participants (“Other Stock-Based Awards”), including without limitation stock appreciation rights and Awards entitling recipients to receive shares of Stock to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Committee shall determine. Subject to the provisions of the Plan, the Committee shall determine the conditions of each Other Stock-Based Award, including any purchase price applicable thereto.

7.1 Prohibition on Repricing and Reload Grants.

(a) No Repricing . Other than in connection with a change in the Company’s capitalization (as described in Section 13 of the Plan), without stockholder approval (i) the exercise price of an Option may not be reduced, and (ii) no Option may be amended or cancelled for the purpose of repricing, replacing or regranting such Option with an exercise price that is less than the original exercise price of such Option.

(b) No Reload Grants . Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of Stock to the Company in payment of the exercise price and/or tax withholding obligation under any Option.

7.2 Awards to Participants Outside the United States . The Committee may modify the terms of any Award under the Plan granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that the Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. The Committee may establish supplements to, or amendments, restatements, or alternative versions of the Plan for the purpose of granting and administering any such modified Award. No such modification, supplement, amendment, restatement or alternative version may increase the share limit of Section 8.

8.1 Share Limit . Subject to Sections 8.2 and 13, the aggregate number of shares of Stock which may be issued under the Plan shall not exceed 2,570,000 shares. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. Beginning on the date, if any, that the Company becomes subject to Section 162(m) of the Code, no more than 2,570,000 Options shall be granted to any Participant in any calendar year period.

8.2 Additional Shares . For purposes of applying the foregoing limitation if any Option or stock appreciation right expires, terminates, or is cancelled for any reason without having been exercised in full, or if any other Award is forfeited by the recipient, the shares not purchased by the Optionee or which are forfeited by the recipient shall again be available for Awards to be granted under the Plan. Notwithstanding the foregoing, (a) shares of Stock that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any shares of Stock exchanged by a Participant or withheld by the Company to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan and (b) shares of Stock not issued or delivered as a result of the net settlement of an outstanding stock appreciation right or Option may not again be made available for issuance as Awards under the Plan. In addition, settlement of any Award shall not count against the foregoing limitations except to the extent settled in the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.

9.1 Restricted Share Agreement . Each Restricted Stock Award shall be evidenced by an Award Agreement between the Participant and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board, as set forth in the Award Agreement, that are not inconsistent with the Plan. The provisions of the various Award Agreements entered into under the Plan need not be identical.

9.2 Repurchase Rights and Transfer Restrictions . Each Restricted Stock Award shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine. Such restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions otherwise applicable to holders of shares of Stock generally.

9.4 Issuance of Certificates . Each Participant receiving a Restricted Stock Award, subject to Section 9.6 below, shall be issued a stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and, if applicable, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award substantially in the following form:

T HE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF N OVEL L ABS , I NC .’ S A MENDED AND R ESTATED 2007 S TOCK I NCENTIVE P LAN AND AN A WARD A GREEMENT ENTERED INTO BY THE REGISTERED OWNER AND N OVEL L ABS , I NC . COPIES OF SUCH P LAN AND A GREEMENT ARE ON FILE IN THE OFFICES OF N OVEL L ABS , I NC .

9.6 Escrow of Shares . The Committee may require that the stock certificates evidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such Award.

9.7 Restrictions and Restriction Period . During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions related to the performance of services, Company or Affiliate performance or otherwise as the Committee may determine and provide for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate.

9.8 Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award . Except as otherwise provided in the Plan or the applicable Award Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant shall have all of the rights of a stockholder of the Company, including the right to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock. The Committee, as determined at the time of Award, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares are available under Section 8.

9.9 Lapse of Restrictions . If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant promptly if not theretofore so delivered.

9.10 Purchase Price . Shares of Restricted Stock shall be issued under the Plan for such consideration, in cash, other property or services, or any combination thereof, as is determined by the Committee.

10.1 Date of Grant . The granting of an Option shall take place at the time specified in the Award Agreement.

10.2 Pricing .

(a) Exercise Price of Incentive Options . The price at which shares of Stock may be acquired under each Incentive Option shall be not less than 100% of the Market Value of Stock on the Grant Date, or not less than 110% of the Market Value of Stock on the Grant Date if the Optionee is a Ten Percent Owner.

(b) Exercise Price of Nonstatutory Options . The price at which shares of Stock may be acquired under each Nonstatutory Option shall not be less than 100% of the Market Value of Stock on the Grant Date.

10.3 Option Period . No Option may be exercised on or after the tenth anniversary of the Grant Date, or, with respect to Incentive Options, on or after the fifth anniversary of the Grant Date if the Optionee is a Ten Percent Owner.

10.4 Exercisability . An Option may be immediately exercisable or become exercisable in such installments, cumulative or non-cumulative, as the Committee may determine. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in whole or in part at any time.

10.5 Method of Exercise . An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 20, specifying the number of shares with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the form of cash or check payable to the order of the Company in an amount equal to the exercise price of the shares to be purchased or, subject in each instance to the Committee’s approval, acting in its sole discretion, and to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting effects to the Company, by delivery to the Company of shares of Stock having a Market Value equal to the exercise price of the shares to be purchased. If the Stock is traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within 30 days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate or certificates for the number of shares then being purchased. Such shares shall be fully paid and nonassessable.

10.6 Limit on Incentive Option Characterization . An Incentive Option shall be considered to be an Incentive Option only to the extent that the number of shares of Stock for which the Option first becomes exercisable in a calendar year do not have an aggregate Market Value (as of the date of the grant of the Option) in excess of the “current limit”. The current limit for any Optionee for any calendar year shall be $100,000 minus the aggregate Market Value at the date of grant of the number of shares of Stock available for purchase for the first time in the same year under each other Incentive Option previously granted to the Optionee under the Plan, and under each other incentive stock option previously granted to the Optionee under any other incentive stock option plan of the Company and its Affiliates. Any shares of Stock which would cause the foregoing limit to be violated shall be deemed to have been granted under a separate Nonstatutory Option, otherwise identical in its terms to those of the Incentive Option.

10.7 Notification of Disposition . Each person exercising any Incentive Option granted under the Plan shall be deemed to have covenanted with the Company to report to the Company any disposition of such shares prior to the expiration of the holding periods specified by Section 422(a)(1) of the Code and, if and to the extent that the realization of income in such a disposition imposes upon the Company federal, state, local or other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.

10.8 Repurchase Rights and Transfer Restrictions . Shares of Stock purchased on exercise of Options shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions otherwise applicable to holders of shares of Stock generally.

10.9 No Rights as a Stockholder . An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any shares of Stock covered by the Option until such person becomes entitled to receive such shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of the Option. No adjustments shall be made, except as provided by Section 13.

11.1 Character . Each Restricted Stock Unit shall entitle the recipient to a share of Stock at a close of such Restriction Period as the Committee may establish and subject to a Risk of Forfeiture arising on the basis of such conditions relating to the performance of services, Company performance or otherwise as the Committee may determine and provide for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate.

11.2 Form and Timing of Payment . Payment of earned Restricted Stock Units shall be made in a single lump sum following the close of the applicable Restriction Period. At the discretion of the Committee, Participants may be entitled to receive payments equivalent to any dividends declared with respect to Stock referenced in grants of Restricted Stock Units but only following the close of the applicable Restriction Period and then only if the underlying Stock shall have been earned. Unless the Committee shall provide otherwise, any such dividend equivalents shall be paid, if at all, without interest or other earnings. The Committee may permit or, if it so provides at grant require, a Participant to defer such Participant’s receipt of the

payment of cash or the delivery of Stock that would otherwise be due to such Participant by virtue of the satisfaction of any requirements or goals with respect to Restricted Stock Units. If any such deferral election is required or permitted, the Committee shall establish rules and procedures for such payment deferrals.

12.1 In General . Awards shall be settled in accordance with their terms.

12.2 Violation of Law . Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Stock covered by an Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such governmental agencies, other than the Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Commission, one of the following conditions shall have been satisfied:

(a) the shares are at the time of the issue of such shares effectively registered under the Securities Act; or

(b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act or any applicable state securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of said events.

12.3 Corporate Restrictions on Rights in Stock . Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the charter, certificate or articles, by-laws, or stockholders agreement of the Company. In addition, either at the time an Award is granted or by subsequent action, the Committee may, but need not, impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Stock issued under an Award, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant or Participants, and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

12.4 Investment Representations . The Company shall be under no obligation to issue any shares covered by any Award unless the shares to be issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act or the Participant shall have made such written representations to the Company (upon which the Company believes it may reasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration requirements of the Securities Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and regulations, including but not limited to that the Participant is acquiring the shares for his or her own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such shares.

12.5 Placement of Legends; Stop Orders; Etc . Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to the investment representation made in accordance with Section 12.4 in addition to any other applicable restriction under the Plan, the terms of the Award and to the fact that no registration statement has been filed with the Commission in respect to such shares of Stock. All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

12.6 Tax Withholding . Whenever shares of Stock are issued or to be issued pursuant to Awards granted under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares. The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the recipient of an Award.

13.1 Adjustment for Corporate Actions . All of the share numbers set forth in the Plan reflect the capital structure of the Company as of September 30, 2011. Subject to Section 13, if subsequent to that date the outstanding shares of Stock (or any other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to shares of Stock, through merger, consolidation, sale of all or substantially all the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to such shares of Stock, an appropriate and proportionate adjustment will be made in (i) the maximum numbers and kinds of shares provided in Section 8, (ii) the numbers and kinds of shares or other securities subject to the then outstanding Awards, (iii) the exercise price for each share or other unit of any other securities subject to then outstanding Options (without change in the aggregate purchase price as to which such Options remain exercisable), and (iv) the repurchase price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase right.

13.2 Dissolution or Liquidation . Upon dissolution or liquidation of the Company, other than as part of an Acquisition or similar transaction, each outstanding Option shall terminate, but the Optionee shall have the right, immediately prior to the dissolution or liquidation, to exercise the Option to the extent exercisable on the date of dissolution or liquidation.

13.3 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events . In the event of any corporate action not specifically covered by the preceding Sections, including but not limited to an extraordinary cash distribution on Stock, a corporate separation or other reorganization or liquidation, the Committee may make such adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in this Section) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

13.4 Related Matters . Any adjustment in Awards made pursuant to this Section 13 shall be determined and made, if at all, by the Committee and shall include any correlative modification of terms, including of Option exercise prices, rates of vesting or exercisability, Risks of Forfeiture, applicable repurchase prices for Restricted Stock and other financial objectives which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their respective Awards are not substantially diminished nor enlarged as a result of the adjustment and corporate action other than as expressly contemplated in this Section 13. No fraction of a share shall be purchasable or deliverable upon exercise, but in the event any adjustment hereunder of the number of shares covered by an Award shall cause such number to include a fraction of a share, such number of shares shall be adjusted to the nearest smaller whole number of shares.

14.1 Options .

(a) In the case of and subject to the consummation of an Acquisition, the Plan and all Options issued hereunder shall terminate upon the effective time of any such Acquisition unless provision is made in connection with the Acquisition for the assumption or continuation of Options theretofore granted by the successor entity, or the substitution of such Options with new Options of the successor entity or parent thereof, with an equitable or proportionate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any Acceleration hereunder and/or pursuant to the terms of any Award Agreement). In addition to, and in no way limiting the foregoing sentence, in the case of and subject to the consummation of an Acquisition, this Plan and all unvested Options hereunder may be assumed and all vested Options hereunder may be cancelled in return for a cash payment as set forth in Section 14.1(c).

(b) In the event of the termination of the Plan and all Options issued hereunder pursuant to this Section 14.1, each holder of Options shall be permitted, within a specified period of time prior to the consummation of the Acquisition as determined by the Committee, to exercise all such Options which are then exercisable or will become exercisable as of the effective time of the Acquisition; provided, however , that the exercise of Options not exercisable prior to the Acquisition shall be subject to the consummation of the Acquisition.

(c) Notwithstanding anything to the contrary in Section 14.1(a), in the event of an Acquisition, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Options in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable per share of Stock pursuant to the Acquisition (the “ Sale Price ”) times the number of shares of Stock subject to outstanding Options (to the extent then vested and exercisable, including by reason of acceleration in connection with such Acquisition, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested Options.

14.2 Restricted Stock .

(a) In the case of and subject to the consummation of an Acquisition, all Restricted Stock Awards issued hereunder shall be forfeited immediately prior to the effective time of any such Acquisition unless provision is made in connection with the Acquisition for the assumption or continuation of such Awards by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with an equitable or proportionate adjustment as to the number and kind of shares subject to such Awards as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).

(b) In the event of the forfeiture of shares of Restricted Stock issued hereunder pursuant to Section 14.2(a), such shares of Restricted Stock shall be repurchased from the holder thereof at a price per share equal to the lower of the original per share purchase price paid by the recipient (subject to adjustment as provided in Section 13) or the current Market Value of such shares, determined immediately prior to the effective time of the Acquisition.

(c) Notwithstanding anything to the contrary in Section 13.2(a) in the event of an Acquisition, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Restricted Stock in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of shares of Stock subject to such Awards, to be paid at the time of such Acquisition or upon the later vesting of such Awards.

15.1 General . Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be listed.

15.2 Dividend Rights . An Award Agreement for Restricted Stock may require that the holders of shares invest any cash dividends received in additional shares. Such additional shares shall be subject to the same conditions and restrictions as the award with respect to which the dividends were paid.

A Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the shares of Stock subject to an Award, unless and until a certificate shall have been issued therefor and delivered to the Participant or his agent. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the Certificate of Incorporation and the By-laws of the Company. Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her employment or other association with the Company (or any Affiliate), or interfere in any way with the right of the Company (or any Affiliate), subject to the terms of any separate employment, advisory or consulting agreement or provision of law or corporate articles or by-laws to the contrary, at any time to terminate such employment, advisory or consulting agreement or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment or other association with the Company and its Affiliates.

The Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments with respect to Options and other Awards hereunder, provided, however , that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

The Board may at any time terminate the Plan or make such modifications or amendments of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any Award outstanding on the date of such amendment. In any case, no termination or amendment of the Plan may, without the consent of any recipient of an Award granted hereunder, adversely affect the rights of the recipient under such Award. To the extent that any terms or conditions of this Plan, as amended and restated, adversely affect the rights of a Participant pursuant to an Award outstanding prior to the effective date of the amendment and restatement, the terms of such existing Awards shall apply, unless the Participant has provided consent to such changes. In addition, the Board may not, without the approval of the stockholders of the Company obtained within 12 months before or after the Board adopts a resolution authorizing any of the following actions, amend the Plan to modify the provisions of Section 7.1 regarding the prohibitions on repricing and reload grants.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the Award as amended is consistent with the terms of the Plan, but no such amendment shall impair the rights of the recipient of such Award without his or her consent.

Any notice, demand, request or other communication hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as the case may be, (i) if to the recipient of an Award, at his or her residence address last filed with the Company and (ii) if to the Company, at its principal place of business, addressed to the attention of its President and Chief Executive Officer, or to such other address or telecopier number, as the case may be, as the addressee may have designated by notice to the addressor. All such notices, requests, demands and other communications shall be deemed to have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing, when received by the addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report.

The Plan and all Award Agreements and actions taken thereunder shall be governed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

NOVEL LABS, INC.

AMENDED AND RESTATED

2007 STOCK INCENTIVE PLAN

CALIFORNIA SUPPLEMENT

Pursuant to its powers and authority under the Plan, the Board has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California Law:

Any Awards granted under the Plan to a Participant who is a resident of the State of California on the date of grant (a “California Participant”) shall be subject to the following additional limitations, terms and conditions:

1. Additional Limitations on Awards .

(a) Generally . The terms of all Awards granted to a California Participant under the Plan shall comply, to the extent applicable, with Section 260.140.41 or Section 260.140.42 of the California Regulations.

(b) Maximum Duration of Options . No Options granted to California Participants shall have a term in excess of 10 years measured from the Option grant date.

(c) Minimum Exercise Period Following Termination . Unless a California Participant’s employment is terminated for cause (as defined by applicable law, the terms of any contract of employment between the Company and such Participant, or in the instrument evidencing the grant of such Participant’s Option), in the event of termination of employment of such Participant, such Participant shall have the right to exercise an Option, to the extent that he or she was otherwise entitled to exercise such Option on the date employment terminated, until the earlier of the Option expiration date or: (i) at least six months from the date of termination, if termination was caused by such Participant’s death or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) and (ii) at least 30 days from the date of termination, if termination was caused other than by such Participant’s death or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code).

2. Additional Requirement to Provide Information to California Participants . The Company shall provide to each California Participant and to each California Participant who acquires Common Stock pursuant to the Plan, not less frequently than annually, copies of annual financial statements (which need not be audited). The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information.

3. Additional Limitations on Timing of Awards . No Award granted to a California Participant shall become exercisable, vested or realizable, as applicable to such Award, unless the Plan has been approved by the holders of at least a majority of the Company’s outstanding voting securities within 12 months before or after the date the Plan was adopted by the Board.

4. Additional Limitations Relating to Definition of Fair Market Value . For purposes of Section 1(b) and 2(a) of this supplement, “Fair Market Value” shall be determined in a manner not inconsistent with Section 260.140.50 of the California Regulations.

5. Additional Restriction Regarding Recapitalizations, Stock Splits, Etc. For purposes of Section 13 of the Plan, in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Company’s securities, the number of securities allocated to each California Participant must be adjusted proportionately and without the receipt by the Company of any consideration from any California Participant.

EXHIBIT 99.3

NOVEL LABS, INC.

2011 Restricted Stock Unit Plan

This 2011 Restricted Stock Unit Plan (this “ Plan ”) has been adopted by Novel Labs, Inc., a North Carolina corporation, to provide a long-term incentive to certain designated employees of the Company (as defined below) to continue their employment with the Company.

1. Certain Definitions . As used in this Plan:

“ Acquiror ” is defined in the definition of “ Sale Event .”

“ Board ” means (i) prior to the consummation of a Sale Event, the board of directors of the Company, and (ii) after the consummation of a Sale Event, the board of directors of the Parent Company. After the consummation of a Sale Event, the Board may delegate some or all of its powers and authority under this Plan to a committee of the Board, and if and to the extent of any such delegation, references in this Plan to the Board will mean any such committee.

“ Capitalization Adjustment ” is defined in Section 12.

“ Common Stock ” means the common stock of the Company, no par value per share.

“ Common Stock Value Per Share ” means the per share consideration payable or otherwise distributable to a holder of shares of Common Stock in a Sale Event (including, for the avoidance of doubt, any portion of such per share consideration allocated to fund escrow obligations).

“ Company ” means Novel Labs, Inc., a North Carolina corporation, and its successors and assigns.

“ Effective Date ” means the effective date of this Plan, which is the date on which this Plan is first approved by the Board.

“ Exchange Ratio ” is defined in Section 3(b).

“ Parent Common Stock ” means duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Parent Company.

“ Parent Company ” means the ultimate parent corporation of the Acquiror.

“ Parent Price ” means the average of the closing prices of a share of Parent Common Stock as reported on the Nasdaq Global Select Market and as reported on www.nasdaq.com for the five trading days ending on, but excluding the date that is two (2) trading days prior to, the day on which consummation of a Sale Event occurs.

“ Participants ” means those employees of the Company designated as participants, who have entered into and delivered to the Company a restricted stock unit agreement (a “ Restricted Stock Unit Agreement ”), pursuant to which they have been granted Restricted Stock Units under such Restricted Stock Unit Agreement and this Plan pursuant to Section 2(a).

“ Recipients ” is defined in Section 13.

“ Restricted Stock Unit Agreement ” is defined in the definition of “ Participants .”

“ Restricted Stock Units ” means those certain Restricted Stock Units available for issuance under this Plan.

“ Sale Event ” means either the (i) first merger, after the Effective Date, of the Company with or into any other entity pursuant to which the holders of outstanding voting stock of the Company immediately prior to such merger hold, directly or indirectly, less than 50% of the outstanding voting stock of the surviving corporation of the merger, immediately after such merger, or (ii) first sale of all or substantially all of the outstanding capital securities of the Company, after the Effective Date, to any other entity (either the surviving corporation in clause (i) of this sentence, or the acquiring entity in clause (ii) of this sentence, the “ Acquiror ”). For purposes of clarity, there shall only be one Sale Event.

“ Securities Act ” is defined in Section 3(c)(X).

“ Separation Date ” is defined in Section 2(c).

“ Shares ” means shares of Parent Common Stock issued by the Parent Company to a Participant in accordance with Section 3(b) of this Plan.

“ Vesting Date ” is defined in Section 2(b).

2. Restricted Stock Units .

(a) Grant of Restricted Stock Units and Exchange for Common Stock . Prior to the consummation of a Sale Event, the Board shall have the authority to (i) elect to exchange a number of shares of Common Stock owned by certain designated employees on a one-for-one basis for Restricted Stock Units as set forth on Schedule A hereto, each such employee to be designated a Participant in the Plan upon the exchange and (ii) enter into a Restricted Stock Unit Agreement with such Participants, subject to guidelines, if any, that the Board shall set forth at any time or from time to time. No Restricted Stock Units may be granted under this Section 2(a) following the consummation of a Sale Event. The maximum, aggregate value of grants of Restricted Stock Units under this Section 2(a) shall not exceed $10,000,000 (as calculated under this Plan) and shall, at all times, be subject to all applicable terms and conditions of the Restricted Stock Unit Agreement and this Plan.

(b) Vesting . Provided a Participant remains employed by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), such Participant’s Restricted Stock Units shall vest on the following vesting schedule: one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the one (1)-year anniversary of the date of the consummation of the Sale Event; one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the two (2)-year anniversary of the date of the consummation of the Sale Event; and one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the three (3)-year anniversary of the date of the consummation of the Sale Event (each date, a “ Vesting Date ”).

(c) Termination of Restricted Stock Units . Upon termination of any Participant’s employment with the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), such that after such termination, such Participant is no longer employed by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its

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subsidiaries or the Parent Company or any of its subsidiaries), regardless of the reason, if any, for such termination (including by reason of death or permanent disability or disaffiliation of any such subsidiary or affiliate with the Parent Company) or whether such termination is by the Company or any of its subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries) or such employee (the date of such termination, the “ Separation Date ”), all Restricted Stock Units granted to or held by that Participant that are unvested as of the Separation Date shall terminate and be forfeited by that Participant as of the Separation Date; and thereafter such Participant will have no rights in respect of any Restricted Stock Units, the Restricted Stock Unit Agreement or this Plan except the right to receive payment for Restricted Stock Units that vested prior to the Separation Date as set forth in such Participant’s Restricted Stock Unit Agreement and this Plan. All Restricted Stock Units so terminated and forfeited will for all purposes under this Plan be cancelled and void and shall not be available for reallocation under this Plan or otherwise. This Section 2(c) may be modified by a written agreement between the Participant and the Company, the Acquiror or the Parent Company, as the case may be, which written agreement shall control.

3. Settlement of Restricted Stock Units .

(a) Delivery of Shares . Subject to Sections 3(c), 3(d), 3(h) and 7, prior to the consummation of a Sale Event and upon the vesting of each Restricted Stock Unit, the Company shall, within ten (10) business days following the applicable Vesting Date, deliver to the Participant holding such Restricted Stock Unit one share of Common Stock, and such Restricted Stock Unit shall be deemed satisfied and retired (and, for clarity, shall not be available for reallocation under this Plan or otherwise). Notwithstanding the foregoing, this Section 3(a) shall not apply if Section 3(b) applies with respect to a Restricted Stock Unit.

(b) Following a Sale Event . Effective upon the consummation of a Sale Event, by virtue of the Sale Event and without any action on the part of the Participant, the Company, the Acquiror, the Parent Company or the Board, each Restricted Stock Unit shall be converted into the right to receive, as of the applicable Vesting Date upon which such Restricted Stock Unit vests and subject to Sections 3(c), 3(d), 3(h) and 7, a number of Shares equal to the quotient obtained by dividing the Common Stock Value Per Share by the Parent Price (the “ Exchange Ratio ”). Within a reasonable period of time following the consummation of a Sale Event and subject to Sections 3(c), 3(d), 3(h) and 7, the Parent Company shall deliver to each Participant a communication describing the number of Shares represented by each Restricted Stock Unit.

(c) Violation of Law . Notwithstanding any other provision of this Plan, if, at any time, in the reasonable opinion of the Company (or, after the consummation of a Sale Event, the Parent Company), the issuance of Shares upon settlement of a Restricted Stock Unit would constitute a violation of law, then the Company (or, after the consummation of a Sale Event, the Parent Company) may delay such payment or issuance until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under applicable law, rule, or regulation, or the Company (or, after the consummation of a Sale Event, the Parent Company) is otherwise satisfied that such payment or issuance is in compliance with applicable law, rule or regulation, and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied:

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(X) the Shares are at the time of the issue of such Shares effectively registered under the Securities Act of 1933, as amended (the “ Securities Act ”), if applicable; or

(Y) the Company (or, after the consummation of a Sale Event, the Parent Company) shall have determined, on such basis as it deems appropriate, acting reasonably (which may, if reasonably necessary, include an opinion of counsel in form and substance satisfactory to the Company (or, after the consummation of a Sale Event, the Parent Company)) that the issuance and delivery of such Shares does not require registration under the Securities Act or any applicable State securities laws.

The Company (and, after the consummation of a Sale Event, the Parent Company) shall use its commercially reasonable efforts to bring about the occurrence of said events. Without limiting the foregoing and subject at all times to applicable law, rule and regulation, the Parent Company shall (i) file, as soon as reasonably practicable following the consummation of a Sale Event and prior to the first Vesting Date, a registration statement on Form S-8 (or any successor form or another appropriate form) under the Securities Act to register the Shares issuable under this Plan, (ii) use commercially reasonable efforts at least equivalent to those used in maintaining the effectiveness of Parent’s other registration statements on Form S-8 to maintain the effectiveness of such registration statement for as long as Restricted Stock Units remain outstanding, and (iii) promptly notify the Participants if at any time after such registration statement becomes effective the Participants are not permitted to resell such Shares under such registration statement because of any condition affecting the Parent Company.

(d) Tax . Whenever Shares are to be issued pursuant to Restricted Stock Units granted under this Plan or such Restricted Stock Units vest under this Plan, the Company (or, after the consummation of a Sale Event, the Parent Company) shall have the right, in its sole and absolute discretion, to:

(i) withhold an amount of funds from the net salary or other cash compensation of the Participant sufficient to satisfy all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements if, when, and to the extent required by law prior to the delivery of any cash amount, or certificate or certificates for such Shares;

(ii) require the Participant to remit to the Company (or, after the consummation of a Sale Event, the Parent Company) an amount of funds sufficient to satisfy all federal, state, local or other withholding tax, employee’s social security contributions, and duty requirements if, when, and to the extent required by law prior to the delivery of any cash amount, or certificate or certificates for such Shares;

(iii) require the Participant to satisfy any such withholding by simultaneously delivering a notice to the Company (or, after the consummation of a Sale Event, the Parent Company), together with a copy of irrevocable instructions to a broker to deliver promptly to the Company (or, after the consummation of a Sale Event, the Parent Company) an amount of sale proceeds of such number of Shares (rounded up to the nearest whole Share) otherwise issuable under this Plan necessary to pay all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements;

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(iv) require the Participant to satisfy any such withholding by forfeiting to the Company (or, after the consummation of a Sale Event, the Parent Company) a number of Shares (rounded up to the next whole Share) otherwise issuable under this Plan with a market value equal to the amount of all federal, state, local or other withholding tax, employee’s social security contributions and duty requirements based on the closing price of a Share as reported on the Nasdaq Global Select Market (or, if not traded thereon, such principal securities exchange or automatic dealer quotation system on which the Shares are traded) for the last trading day immediately prior to the day on which the withholding is made; or

(v) any combination of the foregoing.

To avoid adverse accounting treatment to the Company (or, after the consummation of a Sale Event, the Parent Company) that otherwise would not occur in the absence of tax withholding, the Company (or, after the consummation of a Sale Event, the Parent Company) may withhold or account for federal, state, local or other withholding tax, employee’s social security contributions and duty requirements by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for such tax amounts is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the federal, state, local or other withholding tax, employee’s social security contributions and duty requirements due as a result of any aspect of the Participant’s participation in the Plan. The obligations of the Company (or, after the consummation of a Sale Event, the Parent Company and the Acquiror) under this Plan and the Restricted Stock Unit Agreements with respect to the issuance of Shares to a Participant shall be conditional on the satisfaction of all applicable taxes by such Participant with respect to such Shares, and the Company (or, after the consummation of a Sale Event, the Parent Company and the Acquiror) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

Any taxes, employee’s social security obligations, duties or other expenses which may be incurred by the Participant in connection with this Plan or any payments or distributions of Shares shall be borne by each Participant. The Parent Company may refuse to issue or deliver the Shares if the Participant fails to comply with his or her tax obligations in connection with participating in the Plan. In addition to the foregoing, each Participant shall be required to pay to the competent tax authorities any supplementary taxes that he/she may owe in relation to the Plan, the issuance of Shares or otherwise or as a result of any tax audit or similar occurrence and shall be required to indemnify the Company, the Acquiror and/or the Parent Company with regard to any corresponding liability of such entity vis-à-vis the tax authorities.

Each Participant has made his or her decision to participate in this Plan by himself or herself. Each Participant has informed himself or herself about any and all conditions and tax risks and has obtained advice or competent tax advisors if and as considered necessary by him or her.

(e) No Rights to Transfer . Restricted Stock Units are not assignable or transferable. No Participant shall have the right to sell, assign, transfer, pledge, gift, bequeath, encumber or hypothecate his or her right in or to any Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a) or 3(b), respectively, the Shares to be issued in respect thereof) in any manner, nor shall such right of any Participant be subject to claims of his or

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her creditors, or be liable to attachment, execution or other process of law. Any attempted sale, assignment, transfer, pledge, hypothecation, gift, bequest or other disposition of a Participant’s right in or to the Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a) or 3(b), respectively, the Shares to be issued in respect thereof) shall be null and void and without effect.

(f) Restricted Stock Units Uncertificated . Restricted Stock Units will not be certificated and the right to receive Restricted Stock Units shall be a contract right only and will be evidenced only by the Restricted Stock Unit Agreements, this Plan and by entries in the Company’s books, records and systems. Restricted Stock Units carry no voting, dividend, participation, liquidation or other equity rights or characteristics. Except as may be provided in the Restricted Stock Unit Agreement, no Participant shall have any rights as a stockholder of the Company, the Acquiror or the Parent Company by reason of holding Restricted Stock Units.

(g) No Representation or Warranty . NO REPRESENTATION OR WARRANTY IS MADE WITH RESPECT TO THE VALUE, IF ANY, OF ANY RESTRICTED STOCK UNITS, SHARES OF COMMON STOCK, OR ANY SHARES GRANTED OR ISSUED IN RESPECT THEREOF AS SET FORTH IN THIS PLAN AND THE RESTRICTED STOCK UNIT AGREEMENTS.

(h) No Fractional Shares . No fraction of a Share shall be issued upon settlement of a Restricted Stock Unit. The total number of Shares potentially payable to a particular Participant upon vesting of all of such Participant’s Restricted Stock Units (calculated pursuant to Section 3(b)) shall be adjusted to a whole number of Shares with no payment for any fraction in accordance with the procedures established by the Board or any administrator to whom the Board has delegated administration of this Plan.

(i) Reservation of Shares . After the consummation of a Sale Event, the Parent Company will at all times during the term of this Plan reserve or keep available such number of Shares as will be sufficient to satisfy the requirements of this Plan.

4. No Rights to Continued Employment . Nothing in this Plan is intended to confer on any person any right to continued employment with the Company, the Acquiror or the Parent Company, or any of their respective subsidiaries or affiliates, notwithstanding that the continuation of employment may be required in order to receive any Shares under this Plan.

5. Governing Law and Administration of Plan . This Plan will be governed by and interpreted and construed in accordance with the internal laws of the State of North Carolina, without reference to principles of conflicts or choice of law. The captions of sections of this Plan are for convenience of reference only and will not affect the interpretation or construction of this Plan.

This Plan will be administered by the Board. The Board will have authority, exercisable in its sole and absolute discretion, to interpret and construe this Plan, to make all determinations necessary or advisable for Plan administration, and to correct any defect, supply any omission or reconcile any inconsistency in this Plan in such manner and to such extent as it shall reasonably determine in good faith to be advisable to effectuate the purposes of this Plan. All such interpretations, determinations, and actions by the Board will be final, binding, and conclusive.

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After the consummation of a Sale Event, the Board may delegate some or all of its powers and authority hereunder to a committee of the Board and if and to the extent of any such delegation, references in this Plan to the Board will mean such committee.

6. Amendment . Prior to the consummation of a Sale Event, the Board may, in its sole and absolute discretion, amend the provisions of this Plan and the terms of any Restricted Stock Units issued under this Plan without the consent of any Participant. On and after the consummation of a Sale Event, the Board may not amend the provisions of this Plan or the terms of any Restricted Stock Units without the written consent of each Participant who would be adversely affected by such amendment.

7. Release . Except as provided in a Participant’s employment agreement, no Participant shall receive any Shares hereunder unless such Participant has first executed and delivered to the Company, the Acquiror and/or the Parent Company, as applicable, as of a date no more than five days prior to such receipt, a general release in such form as the Board may require, provided that any such general release shall not require a Participant to waive any claims such Participant has or may have under any definitive purchase agreement relating to the Sale Event.

8. Termination . This Plan shall by its terms terminate automatically, and all Restricted Stock Units outstanding under this Plan shall by their terms be automatically cancelled and deemed forfeited, if the consummation of a Sale Event does not occur within one hundred eighty (180) business days following the Effective Date; provided , however , that the Board at any time prior to the consummation of a Sale Event may extend the term of this Plan, the Restricted Stock Unit Agreements and the term of any Restricted Stock Unit for one or more additional period(s) as it shall determine in its sole and absolute discretion. On and after the consummation of a Sale Event, this Plan, the Restricted Stock Unit Agreements and all Restricted Stock Units, and all claims of Participants connected therewith, outstanding under this Plan shall by their terms automatically terminate immediately upon the earlier of (a) the issuance of all Shares as contemplated by Section 3 of this Plan or (b) the ten year anniversary of the Effective Date.

9. Benefit Amounts Not Salary . No Shares issuable pursuant to this Plan shall be deemed salary or other compensation to any Participant for purposes of computing benefits to which a Participant may be entitled under any vacation, disability, profit sharing, pension plan, compensation for loss of office or other arrangement of the Company or any of its subsidiaries or the Acquiror or any of its subsidiaries or affiliates (including the Parent Company) for the benefit of its respective employees or independent contractors except as otherwise specifically provided by such plan or arrangement. To the extent applicable upon the consummation of a Sale Event, this Plan is intended to constitute an “unfunded” plan for incentive compensation, and is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

10. Successors . This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns. Without limiting the foregoing, effective at the consummation of a Sale Event, this Plan shall be binding upon the Company and the Parent Company by virtue of the Sale Event and without the need for any further action on the part of the Company, the Board, the Acquiror or the Parent Company.

11. Nonexclusivity of this Plan . The adoption of this Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of cash incentives, stock options and restricted stock other than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

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12. Adjustments . If, after the consummation of a Sale Event, any change is made in, or other event occurs with respect to, the Shares subject to this Plan or subject to any Restricted Stock Unit (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction) (each a “ Capitalization Adjustment ”), the outstanding Restricted Stock Units will be appropriately adjusted in the class(es) and number of securities or other property subject to such outstanding Restricted Stock Units. The Board shall make such adjustments, or shall delegate authority to any administrator of this Plan to make such adjustments, in good faith, and its determination so made shall be final, binding and conclusive.

13. Data Protection. The Participants agree that the Company and the Parent Company, and their affiliates, their corporate bodies, the members thereof and their shareholders and all contractors, including Fidelity Stock Plan Services, LLC (or such other stock plan service provider as may be selected in the future), advisors or employees thereof (collectively, the “ Recipients ”) may, in compliance with applicable legal provisions, manually or electronically store, process or exchange among themselves personal data of the Participants. This applies without limitation to personal data which serve for the purpose of identification of the Participants (e.g., name, profession, address, date of birth) as well as for such personal data as may have a bearing on the participation in this Plan, the acquisition, the holding or the disposition of the Shares. The Participant may at any time view his or her personal data, request information on the storage and process of personal data, require any necessary amendments to the data or withdraw his or her consent set forth in this section by contacting in writing the Participant’s local human resources representative. The Participant understands that withdrawing his or her consent may affect his or her ability to participate in the Plan.

14. Entire Understanding . This Plan together with the Restricted Stock Unit Agreements and any other written agreement between the Participant and the Company, the Acquiror or the Parent Company, as the case may be, modifying the provisions of Section 2(b), sets forth the entire understanding between the Company, the Acquiror, the Parent Company and the Participants with respect to the matters referred to herein and supersedes all prior representations, commitments, understandings or agreements with respect to thereto.

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Schedule A

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EXHIBIT 99.4

App-DNA Group Limited

2011 Restricted Stock Unit Plan

This 2011 Restricted Stock Unit Plan (this “ Plan ”) has been adopted by App-DNA Group Limited, a company incorporated under the laws of England and Wales, to provide a long-term incentive to certain designated employees of the Company (as defined below) and its Subsidiaries (as defined below) to continue their employment with the Company and its Subsidiaries.

1. Certain Definitions and General Provisions .

(a) Definitions . As used in this Plan:

“ Acquiror ” is defined in the definition of “Sale Event.”

“ Board ” means (i) prior to the consummation of a Sale Event, the board of directors of the Company, and (ii) after the consummation of a Sale Event, the board of directors of the Parent Company. After the consummation of a Sale Event, the Board may delegate some or all of its powers and authority under this Plan to a committee of the Board, and if and to the extent of any such delegation, references in this Plan to the Board will mean any such committee.

“ Capitalization Adjustment ” is defined in Section 12.

“ Company ” means App-DNA Group Limited, a corporation organized under the laws of England and Wales, and its successors and assigns.

“ Effective Date ” means the effective date of this Plan, which is the date on which this Plan is first approved by the Board.

“ Exchange Ratio ” is defined in Section 3(a).

“ Ordinary Share Value Per Share ” means the per share consideration payable to the holders of Ordinary Shares in a Sale Event (including, for the avoidance of doubt, any portion of such per share consideration allocated to fund escrow obligations), as finally determined at the consummation of the Sale Event (and not including any adjustment for any warranty or indemnification claim) pursuant to the provisions of the relevant sale and purchase agreement

“ Ordinary Shares ” means the Ordinary Shares of £0.01 in the share capital of the Company.

“ Parent Common Stock ” means duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Parent Company.

“ Parent Company ” means the ultimate parent corporation of the Acquiror.

“ Parent Price ” means the closing price of a share of Parent Common Stock as reported on The Nasdaq Global Select Market (or any other market on which the Parent Common Stock is principally traded) on the last Nasdaq trading day immediately preceding the date of execution of a definitive sale and purchase agreement with respect to a Sale Event or, in the absence of such a market listing, the arm’s length market value per share of the Parent Common Stock as determined by the Board.

“ Participants ” means those employees of the Company and its Subsidiaries designated as participants pursuant to Section 2(a), who have entered into and delivered to the Company a restricted stock unit agreement (a “ Restricted Stock Unit Agreement ”), pursuant to which they have been granted Restricted Stock Units under such Restricted Stock Unit Agreement and this Plan.

“ Recipients ” is defined in Section 13.

“ Restricted Stock Unit Agreement ” is defined in the definition of “Participants.”

“ Restricted Stock Units ” means those certain Restricted Stock Units available for issuance under this Plan.

“ Sale Event ” means the first sale of all or substantially all of the outstanding capital securities of the Company, after the Effective Date, to any other entity (the “ Acquiror ”). For purposes of clarity, there shall only be one Sale Event.

“ Securities Act ” is defined in Section 3(b)(X).

“ Separation Date ” is defined in Section 2(c).

“ Shares ” means shares of Parent Common Stock issued by the Parent Company to a Participant in accordance with Section 3(a) of this Plan.

“ Subsidiary ” means a direct or indirect subsidiary of the Company.

“ Vesting Date ” is defined in Section 2(b).

(b) General Provisions . In this Plan, there are references to rights and obligations of the Parent Company and its Board, the identities of which at the Effective Date are, it is acknowledged, uncertain. As such, (i) references to obligations of the Parent Company or its board of directors shall be read as obligations of the Company to procure the Parent Company or its board undertake the relevant matter until such time as the Parent Company assumes this Plan and its obligations hereunder and (ii) references to rights of the Parent Company or its board shall be read as a right of the Company or its board which may be delegated to the Parent Company or its board until such time as the Parent Company assumes this Plan and its obligations hereunder, and as an acknowledgement of each Participant of a limitation to his or her rights as created pursuant to this Plan.

2. Restricted Stock Units .

(a) Allocation of Restricted Stock Units; Maximum . Subject to the provisions of this Section 2(a), from and after the Effective Date until the consummation of a Sale Event, the Board shall have the authority to (i) designate Participants in this Plan, (ii) make allocations of Restricted Stock Units on a U.S. dollar denominated basis to such Participants under this Section 2(a) and (iii) enter into Restricted Stock Unit Agreements with such Participants, subject to the maximum set forth below and further subject to guidelines, if any, that the Board shall set forth at any time or from time to time. Any such U.S. dollar denominated allocation represents only an unfunded and unsecured promise to a Participant to receive a grant of Restricted Stock Units upon the consummation of a Sale Event, which grant of Restricted Stock Units shall be in an amount equal to (i) such Participant’s U.S. dollar denominated allocation divided by (ii) the Ordinary Share Value Per Share (rounded down to the nearest whole number). No Restricted Stock Units may be granted under this Section 2(a) following the consummation of a Sale Event. The maximum, aggregate amount of U.S. dollar denominated allocations under this Section 2(a) shall not exceed US$7,570,000. Each Restricted Stock Unit shall at all times be subject to all applicable terms and conditions of the Restricted Stock Unit Agreement and this Plan.

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Restricted Stock Units that have been settled pursuant to Section 3(a) shall reduce the number of Restricted Stock Units available for allocation under this Plan by the number of Restricted Stock Units so settled.

(b) Vesting . Provided a Participant remains employed by the Company or any of its Subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), such Participant’s Restricted Stock Units shall vest on the following vesting schedule: one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the one (1)-year anniversary of the date of the consummation of the Sale Event; one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the two (2)-year anniversary of the date of the consummation of the Sale Event; and one-third (1/3 ^rd ) of the Restricted Stock Units shall vest on the three (3)-year anniversary of the date of the consummation of the Sale Event (each such date, a “ Vesting Date ”).

(c) Termination of Restricted Stock Units . Upon termination of any Participant’s employment with the Company or any of its Subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), such that after such termination, such Participant is no longer employed by the Company or any of its Subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries), regardless of the reason, if any, for such termination (including by reason of death or permanent disability or disaffiliation of any such subsidiary or affiliate with the Parent Company) or whether such termination is by the Company or any of its Subsidiaries (or, after the consummation of a Sale Event, the Company, the Acquiror or any of its subsidiaries or the Parent Company or any of its subsidiaries) or such employee (the date of such termination, the “ Separation Date ”), all allocations made, or Restricted Stock Units granted, to or held by that Participant that are unvested as of the Separation Date shall terminate and be forfeited by that Participant as of the Separation Date; and thereafter such Participant will have no rights in respect of any allocation or Restricted Stock Units, the Restricted Stock Unit Agreement or this Plan except the right to receive satisfaction in respect of Restricted Stock Units that vested prior to the Separation Date as set forth in such Participant’s Restricted Stock Unit Agreement and this Plan. All Restricted Stock Units so terminated and forfeited will for all purposes under this Plan be cancelled and void and shall not be available for reallocation or reissuance under this Plan or otherwise. This Section 2(c) may be modified by a written agreement between the Participant and the Company, the Acquiror or the Parent Company, as the case may be.

3. Settlement of Restricted Stock Units .

(a) Delivery of Shares . Effective upon the consummation of a Sale Event, by virtue of the Sale Event and without any action on the part of the Participant, the Company, the Acquiror, the Parent Company or the Board, each Restricted Stock Unit shall be converted into the right to receive, as of the applicable Vesting Date upon which such Restricted Stock Unit vests and subject to Sections 3(b), 3(c), 3(g) and 7, a number of Shares equal to the quotient obtained by dividing the Ordinary Share Value Per Share by the Parent Price (the “ Exchange Ratio ”). Within a reasonable period of time following the consummation of a Sale Event and subject to Sections 3(b), 3(c), 3(g) and 7, the Parent Company shall deliver to each Participant holding a Restricted Stock Unit a communication describing the number of Shares represented by each Restricted Stock Unit.

(b) Violation of Law . Notwithstanding any other provision of this Plan or a Restricted Stock Unit Agreement, if, at any time, in the reasonable opinion of the Company (or, after the consummation of a Sale Event, the Parent Company), the issuance of Shares upon settlement of a Restricted Stock Unit would constitute a violation of law, then the Company (or, after the consummation of a Sale Event, the Parent Company) may delay such payment or issuance until (i) approval shall have

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been obtained from such governmental agencies, other than the United States Securities and Exchange Commission, as may be required under applicable law, rule, or regulation, or the Company (or, after the consummation of a Sale Event, the Parent Company) is otherwise satisfied that such payment or issuance is in compliance with applicable law, rule or regulation, and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the United States Securities and Exchange Commission, one of the following conditions shall have been satisfied:

(X) the Shares are at the time of the issue of such Shares effectively registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), if applicable; or

(Y) the Company (or, after the consummation of a Sale Event, the Parent Company) shall have determined, on such basis as it deems appropriate, acting reasonably (which may, if reasonably necessary, include an opinion of counsel in form and substance satisfactory to the Company (or, after the consummation of a Sale Event, the Parent Company)) that the issuance and delivery of such Shares does not require registration under the Securities Act or any other applicable securities laws.

The Company (and, after the consummation of a Sale Event, the Parent Company) shall use its commercially reasonable efforts to bring about the occurrence of said events. Without limiting the foregoing and subject at all times to applicable law, rule and regulation, the Parent Company shall (i) file, prior to the first Vesting Date, a registration statement on Form S-8 (or any successor form or another appropriate form) under the Securities Act to register the Shares issuable under this Plan, (ii) use commercially reasonable efforts at least equivalent to those used in maintaining the effectiveness of Parent’s other registration statements on Form S-8 to maintain the effectiveness of such registration statement for as long as Restricted Stock Units remain outstanding, and (iii) promptly notify the Participants if at any time after such registration statement becomes effective the Participants are not permitted to resell such Shares under such registration statement because of any condition affecting the Parent Company.

(c) Tax . Whenever Shares are to be issued pursuant to Restricted Stock Units granted under this Plan or such Restricted Stock Units vest under this Plan, the Company (and, after the consummation of a Sale Event, the Parent Company) shall have the right, in its sole and absolute discretion, to:

(i) withhold an amount of funds from the net salary or other cash compensation of the Participant sufficient to satisfy all federal, state, local or other withholding tax, employee’s and employer’s social security contributions and duty requirements if, when, and to the extent required by law prior to the delivery of any certificate or certificates for such Shares;

(ii) require the Participant to remit to the Company (and, after the consummation of a Sale Event, the Parent Company) an amount of funds sufficient to satisfy all federal, state, local or other withholding tax, employee’s and employer’s social security contributions, and duty requirements if, when, and to the extent required by law prior to the delivery of any certificate or certificates for such Shares;

(iii) require the Participant to satisfy any such withholding by simultaneously delivering a notice to the Company (and, after the consummation of a Sale Event, the Parent Company), together with a copy of irrevocable instructions to a broker to deliver promptly to the Company (or, after the consummation of a Sale Event, the Parent Company) an amount of sale proceeds of such number of Shares (rounded up to the nearest whole Share) otherwise issuable under this Plan necessary to pay all federal, state, local or other withholding tax, employee’s and employer’s social security contributions and duty requirements;

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(iv) require the Participant to satisfy any such withholding by forfeiting to the Company (and, after the consummation of a Sale Event, the Parent Company) a number of Shares (rounded up to the next whole Share) otherwise issuable under this Plan with a market value equal to the amount of all federal, state, local or other withholding tax, employee’s and employer’s social security contributions and duty requirements based on the closing price of a Share as reported on The Nasdaq Global Select Market (or, if not traded thereon, such principal securities exchange or automatic dealer quotation system on which the Shares are traded) for the last trading day immediately prior to the day on which the withholding is made; or

(v) any combination of the foregoing.

To avoid adverse accounting treatment to the Company (and, after the consummation of a Sale Event, the Parent Company) that otherwise would not occur in the absence of tax withholding, the Company (and, after the consummation of a Sale Event, the Parent Company) may withhold or account for federal, state, local or other withholding tax, employee’s or employer’s social security contributions and duty requirements by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for such tax amounts is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the federal, state, local or other withholding tax, employee’s and employer’s social security contributions and duty requirements due as a result of any aspect of the Participant’s participation in the Plan. The obligations of the Company (and, after the consummation of a Sale Event, the Parent Company and the Acquiror) under this Plan and the Restricted Stock Unit Agreements with respect to the issuance of Shares to a Participant shall be conditional on the satisfaction of all applicable taxes by such Participant with respect to such Shares, and the Company (and, after the consummation of a Sale Event, the Parent Company and the Acquiror) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

Any taxes, employee’s social security obligations and, where applicable, employer’s social security obligations, duties or other expenses which may be incurred by the Participant in connection with this Plan or any payments or distributions of Shares shall be borne by each Participant. The Parent Company may refuse to issue or deliver the Shares if the Participant fails to comply with his or her tax obligations in connection with participating in the Plan. In addition to the foregoing, each Participant shall be required to pay to the competent tax authorities any supplementary taxes that he/she may owe in relation to the Plan, the issuance of Shares or otherwise or as a result of any tax audit or similar occurrence and shall be required to indemnify the Company, the Acquiror and/or the Parent Company with regard to any corresponding liability of such entity vis-à-vis the tax authorities.

Each Participant has made his or her decision to participate in this Plan by himself or herself. Each Participant has informed himself or herself about any and all conditions and tax risks and has obtained advice or competent tax advisors if and as considered necessary by him or her.

(d) No Rights to Transfer . Restricted Stock Units are not assignable or transferable. No Participant shall have the right to sell, assign, transfer, pledge, gift, bequeath, encumber or hypothecate his or her right in or to any Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a), the Shares to be issued in respect thereof) in any manner, nor shall such right of any Participant be subject to claims of his or her creditors, or be liable

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to attachment, execution or other process of law. Any attempted sale, assignment, transfer, pledge, hypothecation, gift, bequest or other disposition of a Participant’s right in or to the Restricted Stock Units (or, until such time as such Shares have been delivered to such Participant pursuant to Section 3(a), the Shares to be issued in respect thereof) shall be null and void and without effect.

(e) Restricted Stock Units Uncertificated . Restricted Stock Units will not be certificated and the right to receive Restricted Stock Units shall be a contract right only and will be evidenced only by the Restricted Stock Unit Agreements, this Plan and by entries in the Company’s books, records and systems. Restricted Stock Units carry no voting, dividend, participation, liquidation or other equity rights or characteristics. No Participant shall have any rights as a shareholder of the Company, the Acquiror or the Parent Company by reason of holding Restricted Stock Units.

(f) No Representation or Warranty . NO REPRESENTATION OR WARRANTY IS MADE WITH RESPECT TO THE VALUE, IF ANY, OF ANY RESTRICTED STOCK UNITS, OR ANY SHARES GRANTED OR ISSUED IN RESPECT THEREOF AS SET FORTH IN THIS PLAN AND THE RESTRICTED STOCK UNIT AGREEMENTS.

(g) No Fractional Shares . No fraction of a Share shall be issued upon settlement of a Restricted Stock Unit. The total number of Shares potentially payable to a particular Participant upon vesting of all of such Participant’s Restricted Stock Units (calculated pursuant to Section 3(a)) shall be adjusted to a whole number of Shares with no payment for any fraction in accordance with the procedures established by the Board or any administrator to whom the Board has delegated administration of this Plan.

(h) Reservation of Shares . After the consummation of a Sale Event, the Parent Company will at all times during the term of this Plan reserve or keep available such number of Shares as will be sufficient to satisfy the requirements of this Plan.

4. No Rights to Continued Employment . Nothing in this Plan is intended to confer on any person any right to continued employment with the Company, any Subsidiary, the Acquiror or the Parent Company, or any of their respective subsidiaries or affiliates, notwithstanding that the continuation of employment may be required in order to receive any Shares under this Plan.

5. Governing Law and Administration of Plan . Prior to the consummation of a Sale Event, this Plan will be governed by and interpreted and construed in accordance with English law; and on and after the consummation of a Sale Event, this Plan will be governed by and interpreted and construed in accordance with the internal laws of the jurisdiction of incorporation of the Parent Company, without reference to principles of conflicts or choice of law. The captions of sections of this Plan are for convenience of reference only and will not affect the interpretation or construction of this Plan.

This Plan will be administered by the Board. The Board will have authority, exercisable in its sole and absolute discretion, to interpret and construe this Plan, to make all determinations necessary or advisable for Plan administration, and to correct any defect, supply any omission or reconcile any inconsistency in this Plan in such manner and to such extent as it shall reasonably determine in good faith to be advisable to effectuate the purposes of this Plan. All such interpretations, determinations, and actions by the Board will be final, binding, and conclusive.

After the consummation of a Sale Event, the Board may delegate some or all of its powers and authority hereunder to a committee of the Board and if and to the extent of any such delegation, references in this Plan to the Board will mean such committee.

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6. Amendment . Prior to the consummation of a Sale Event, the Board may, in its sole and absolute discretion, amend the provisions of this Plan and the terms of any Restricted Stock Units allocated or issued under this Plan without the consent of any Participant. On and after the consummation of a Sale Event, the Board may not amend the provisions of this Plan or the terms of any Restricted Stock Units without the written consent of each Participant who would be materially adversely affected by such amendment.

7. Release . No Participant shall receive any Shares hereunder unless such Participant has first executed and delivered to the Company, the Acquiror and/or the Parent Company, as applicable, as of a date no more than five days prior to such receipt, a general release in such form as the Board may require, provided that any such general release shall not require a Participant to waive any claims such Participant has or may have under any definitive purchase agreement relating to the Sale Event.

8. Termination . This Plan shall by its terms terminate automatically, and all Restricted Stock Units outstanding under this Plan shall by their terms be automatically cancelled and deemed forfeited, if the consummation of a Sale Event does not occur within thirty five (35) days following the Effective Date; provided , however , that the Board at any time prior to the consummation of a Sale Event may extend the term of this Plan, the Restricted Stock Unit Agreements and the term of any Restricted Stock Unit for one or more additional period(s) as it shall determine in its sole and absolute discretion. On and after the consummation of a Sale Event, this Plan, Restricted Stock Unit Agreements and all Restricted Stock Units, and all claims of Participants connected therewith, outstanding under this Plan shall by their terms automatically terminate immediately upon the earlier of (a) the issuance of all Shares as contemplated by Section 3 of this Plan or (b) the ten-year anniversary of the Effective Date.

9. Benefit Amounts Not Salary . No Shares issuable pursuant to this Plan shall be deemed salary or other compensation to any Participant for purposes of computing benefits to which a Participant may be entitled under any vacation, disability, profit sharing, pension plan, compensation for loss of office or other arrangement of the Company or any of its subsidiaries or the Acquiror or any of its subsidiaries or affiliates (including the Parent Company) for the benefit of its respective employees or independent contractors except as otherwise specifically provided by such plan or arrangement. To the extent applicable upon the consummation of a Sale Event, this Plan is intended to constitute an “unfunded” plan for incentive compensation, and is not intended to constitute a plan subject to the provisions of the United States Employee Retirement Income Security Act of 1974, as amended.

10. Successors . This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns. Without limiting the foregoing, effective at the consummation of a Sale Event, this Plan shall be binding upon the Company and the Parent Company by virtue of the Sale Event and without the need for any further action on the part of the Company, the Board, the Acquiror or the Parent Company.

11. Nonexclusivity of this Plan . The adoption of this Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of cash incentives, stock options and restricted stock other than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

12. Adjustments . If, after the consummation of a Sale Event, any change is made in, or other event occurs with respect to, the Shares subject to this Plan or subject to any Restricted Stock Unit (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction) (each a “ Capitalization Adjustment ”), the outstanding

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Restricted Stock Units will be appropriately adjusted in the class(es) and number of securities or other property subject to such outstanding Restricted Stock Units. The Board shall make such adjustments, or shall delegate authority to any administrator of this Plan to make such adjustments, in good faith, and its determination so made shall be final, binding and conclusive.

13. Data Protection. The Participants agree that the Company and the Parent Company, and their affiliates, their corporate bodies, the members thereof and their shareholders and all contractors, including Fidelity Stock Plan Services, LLC (or such other stock plan service provider as may be selected in the future), advisors or employees thereof (collectively, the “ Recipients ”) may, in compliance with applicable legal provisions, manually or electronically store, process or exchange among themselves personal data of the Participants. This applies without limitation to personal data which serve for the purpose of identification of the Participants (e.g., name, profession, address, date of birth) as well as for such personal data as may have a bearing on the participation in this Plan, the acquisition, the holding or the disposition of the Shares. The Participant may at any time view his or her personal data, request information on the storage and process of personal data, require any necessary amendments to the data or withdraw his or her consent set forth in this section by contacting in writing the Participant’s local human resources representative. The Participant understands that withdrawing his or her consent may affect his or her ability to participate in the Plan.

14. Entire Understanding . This Plan together with the Restricted Stock Unit Agreements and any other written agreement between the Participant and the Company, the Acquiror or the Parent Company, as the case may be, modifying the provisions of Section 2(b), sets forth the entire understanding between the Company, the Acquiror, the Parent Company and the Participants with respect to the matters referred to herein and supersedes all prior representations, commitments, understandings or agreements with respect thereto.

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