BENTLEY SYSTEMS, INCORPORATED
2015 EQUITY INCENTIVE PLAN
(As Amended and Restated Effective as of May 29, 2018)
WHEREAS, Bentley Systems, Incorporated (the “Company”) adopted the Bentley Systems, Incorporated 2015 Stock Option Plan (the “Plan”), effective as of August 1, 2015 and amended it on one occasion thereafter;
WHEREAS, the Company on May 1, 2018 paid a 100% stock dividend to each of the holders of its Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, in additional shares of Class B Common Stock; and
WHEREAS, the Company wishes to amend and restate the Plan in order to reflect the single amendment made to date, to reflect the stock dividend in the number of shares of Common Stock available under the Plan, to permit consultants to participate in the Plan and to delete certain inapplicable provisions; and
NOW, THEREFORE, the Plan is hereby amended and restated effective as of May 29, 2018, under the following terms and conditions:
SECTION 1 - PURPOSE AND DEFINITIONS
(a) Purpose. The Plan is intended to provide a means whereby the Company may, through the grant of ISOs to Key Employees and NQSOs, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Stock Grants, and Dividend Equivalent Rights to Key Employees, Consultants and Non-Employee Directors, attract and retain such individuals and motivate them to exercise their best efforts on behalf of the Company and of any Related Corporation.
(1) “Award” shall mean ISOs, NQSOs, Restricted Stock, Restricted Stock Units, SARs, Stock Grants, and Dividend Equivalent Rights awarded by the Committee to a Participant.
(2) “Award Agreement” shall mean a written document evidencing the grant of an Award, with such changes not inconsistent with the Plan as the Committee may determine.
(3) “Board” shall mean the Board of Directors of the Company.
(4) “Cause” shall have the meaning set forth in the Participant’s employment agreement with the Company or a Related Corporation, as applicable. If there is no employment agreement or consulting agreement or if “Cause” is not defined therein, then “Cause” shall mean the Participant has: