10x GENOMICS, INC.
2019 OMNIBUS INCENTIVE PLAN
1. Purpose. The purpose of the 10x Genomics, Inc. 2019 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel, and to provide a means whereby directors, officers, employees, consultants, and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning their interests with those of the Companys stockholders.
2. Definitions. The following definitions shall be applicable throughout the Plan.
(a) Absolute Share Limit has the meaning given to such term in Section 5(b) of the Plan.
(b) Adjustment Event has the meaning given to such term in Section 11(a) of the Plan.
(c) Affiliate means any Person that directly or indirectly controls, is controlled by, or is under common control with the Company. The term control (including, with correlative meaning, the terms controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract, or otherwise.
(d) Award means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Equity-Based Award and Other Cash-Based Award granted under the Plan.
(e) Award Agreement means the document or documents by which each Award (other than an Other Cash-Based Award) is evidenced, which may be in written or electronic form.
(f) Board means the Board of Directors of the Company.
(g) Cause means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) Cause, as defined in any employment, severance or consulting agreement between the Participant and the Service Recipient in effect at the time of such Participants Termination, or (ii) in the absence of any such employment, severance or consulting agreement (or the absence of any definition of Cause contained therein), the Participants (A) willful neglect in the performance of the Participants duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participants employment or service with the Service Recipient, which results in, or could reasonably be expected to result in, material harm to the business or reputation of the Service Recipient or any other member of the Company Group; (C) conviction of, or plea of guilty or no contest to (I) any felony or (II) any other crime that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Service Recipient or any other member of the Company Group; (D) material violation of the written policies of the Service Recipient, including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (E) fraud or misappropriation, embezzlement, or misuse of funds or property belonging to the Service Recipient or any other member of the Company Group; or (F) act of personal dishonesty that involves personal profit in connection with the Participants employment or service to the Service Recipient; provided, in any case, that a Participants resignation after an event that would be grounds for a Termination for Cause will be treated as a Termination for Cause hereunder.