Cyan, Inc. Non-Employee Director Compensation & Expense Reimbursement Program

A one-time grant of a non-statutory stock option, granted at the first Compensation Committee to occur after the date on which a director first joins the Board of Directors, to purchase 42,000 shares of Common Stock.

A restricted stock unit (“RSU”) representing the right to acquire 15,000¹ shares of Common Stock, granted on the date of each annual meeting of stockholders to each Director remaining in service following the annual meeting. Notwithstanding the foregoing, no annual RSU will be granted to a director at an annual meeting of stockholders where such annual meeting (or, with respect to the year in which this Program becomes effective, the completion of the Company’s initial public offering) falls within six months after a director first joined the Board.

The initial option awards shall vest in four equal annual installments on the first four anniversaries of the vesting commencement dates.

The annual RSU awards shall vest on the date which is the middle of the quarter (February 14, May 15, August 15 or November 15) first occurring after the first anniversary of the vesting commencement date.

Vesting of initial and annual equity awards shall fully accelerate in the event of a change in control of the Company.

The initial and annual options shall have a term of ten years from the date of grant.

An annual cash retainer of $50,000 for service on our Board of Directors;

A supplemental annual retainer of $18,000 per year payable to the chairperson of the Audit Committee for the additional services rendered in connection with chairing such committee;

A supplemental annual retainer of $7,500 per year payable to the non-chair members of the Audit Committee for the additional services rendered in connection with serving on such committee;

A supplemental annual retainer of $12,000 per year payable to the chairperson of the Compensation Committee for the additional services rendered in connection with chairing such committee;

A supplemental annual retainer of $5,000 per year payable to the non-chair members of the Compensation Committee for the additional services rendered in connection with serving on such committee;

A supplemental annual retainer of $7,500 per year payable to the chairperson of the Nominating & Governance Committee for the additional services rendered in connection with chairing such committee; and

A supplemental annual retainer of $3,750 per year payable to the non-chair members of the Nominating & Governance Committee for the additional services rendered in connection with serving on such committee;

Annual retainers cover all meetings (no separate meeting fees).

Cash compensation to run from annual meeting to annual meeting, and to be pro-rated for partial years’ service. Cash compensation will be paid out on a quarterly basis in arrears.