FINANCIAL ENGINES, INC.
2018 EMPLOYEE STOCK PURCHASE PLAN
SECTION 1
Purpose of the Plan.
The Plan was adopted by the Board on March 12, 2018 and
shall be effective on May 22, 2018, subject to stockholder approval (the
Effective Date
). The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of
the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under section 423 of the Code.
SECTION 2
Definitions.
(a)
Board
means the Board of Directors of the Company, as constituted
from time to time.
(b)
Code
means the Internal Revenue Code of 1986,
as amended.
(c)
Committee
means the Compensation Committee of the
Board or such other committee, comprised exclusively of one or more directors of the Company, as may be appointed by the Board from time to time to administer the Plan.
(d)
Company
means Financial Engines, Inc., a Delaware corporation.
(e)
Compensation
means, unless provided otherwise by the Committee in the
terms and conditions of an Offering, base salary, wages and variable compensation (including commissions, bonuses, incentive compensation, overtime pay and shift premiums) paid in cash to a Participant by a Participating Company, without reduction
for any
pre-tax
contributions made by the Participant under sections 401(k) or 125 of the Code. Compensation shall, unless provided otherwise by the Committee in the terms and conditions of an
Offering, exclude all
non-cash
items, moving or relocation allowances,
cost-of-living
equalization payments, car allowances,
tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, and similar items.
The Committee shall determine whether a particular item is included in Compensation.
(f)
Corporate Reorganization
means:
(i) The consummation of a merger or consolidation of the Company with or into another entity, or any
other corporate reorganization; or
(ii) The sale, transfer or other disposition of all or
substantially all of the Companys assets or the complete liquidation or dissolution of the Company.
(g)
Eligible Employee
means any employee of a Participating Company whose
customary employment is for more than five months per calendar year and for more than 20 hours per week. The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is
prohibited by the law of any country which has jurisdiction over him or her.
(h)
Exchange Act
means the Securities Exchange Act of 1934, as amended.
(i)
Fair Market Value
means the fair market value of a share of
Stock, determined as follows:
(i) If Stock was traded on any established national securities
exchange including the New York Stock Exchange or The NASDAQ Stock Market on the date in question, then the Fair Market Value shall be equal to the closing price as quoted on such exchange (or the exchange with the greatest volume of trading in
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ESPP March 12, 2018