2010 EQUITY INCENTIVE AWARD PLAN
Adopted: April 27, 2010
Approved By Stockholders: June 14, 2010
The purpose of the Conceptus, Inc. 2010 Equity Incentive Award Plan (as amended from time to time, the “ Plan ”) is to
promote the success and enhance the value of Conceptus, Inc. (the “ Company ”) by linking the personal interests of the
members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with
an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to
provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees,
and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly
indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
2.1 “ Award ” means an Option, a Restricted Stock award, a Stock Appreciation Right award, a Performance Share award, a
Performance Stock Unit award, a Dividend Equivalents award, a Stock Payment award, a Deferred Stock award, a Restricted
Stock Unit award, a Performance Bonus Award or a Performance-Based Award granted to a Participant pursuant to the Plan.
2.2 “ Award Agreement ” means any written agreement, contract, or other instrument or document evidencing an Award,
including through electronic medium.
2.3 “ Board ” means the Board of Directors of the Company.
2.4 “ Change in Control ” means and includes each of the following:
(a) A transaction or series of transactions (other than an offering of Stock to the general public through a registration
statement filed with the Securities and Exchange Commission) whereby any “person”