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•	Item 1: to elect two Class II directors to serve until the Company’s 2023 Annual Meeting of Stockholders, or until such directors’ successors shall have been duly elected and qualified;

•	Item 2: to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for fiscal year 2020;

•	Item 3: to approve on an advisory basis the compensation of the Company's named executive officers;

•	to act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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(1)	Election of two Class II directors to serve until the Company’s 2023 Annual Meeting of Stockholders, or until such directors’ successors shall have been duly elected and qualified;

(2)	Ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for fiscal year 2020;

(3)	Advisory approval of the compensation of the Company’s named executive officers;

(4)	Approval of amendments to the 2019 Stock Incentive Plan; and

(5)	Transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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(1)	the election of two Class II directors to serve until the Company’s 2023 Annual Meeting of Stockholders, or until such directors’ successors shall have been duly elected and qualified;

(2)	the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2020;

(3)	the advisory approval of the compensation of the Company’s named executive officers;

(4)	the approval of amendments to the 2019 Stock Incentive Plan; and

(5)	action upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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•	Item 1: to elect two Class II directors to serve until the Company’s 2023 Annual Meeting of Stockholders, or until such directors’ successors shall have been duly elected and qualified;

•	Item 2: to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for fiscal year 2020;

•	Item 3: to approve on an advisory basis the compensation of the Company's named executive officers;

•	Item 4: to approve amendments to the 2019 Stock Incentive Plan; and

•	to act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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•	Total revenue of $291.6 million for the year-ended 2019, an increase of 17%, as compared to the year-ended 2018.

•	Within total revenue, revenue from our Business segment increased 16% year-over-year to $267.1 million and revenue from our Consumer segment increased 25% year-over-year to $24.5 million.

•	The Company signed 563 deals in 2019, an increase of 34% as compared to 2018, fueled by the addition of 282 new and 281 existing customer contracts.

•	Trailing-twelve-month average revenue per enterprise and mid-market customer set new records throughout 2019 and increased approximately 20% to approximately $345,000 in the fourth quarter of 2019, up from approximately

•	The Company fostered strong relationships with existing customers, and maintained its enterprise and mid-market revenue retention rate within its targeted range of 105% to 115%.

•	Solidifying our leadership strategy in the conversational cloud market.

•	Delivery of AI product innovations.

•	Successful convertible note offering, which was the first time in 19 years the Company raised capital since its IPO.

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•	Align incentives, including bonus targets, performance metrics and equity, with Company fiscal performance as well as achievement of strategic objectives that create stockholder value;

•	Retain and encourage high potential team players to build a career at the Company;

•	Provide incentives that are cost-efficient, competitive with other organizations and fair to employees and stockholders; and

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•	Facilitate a balanced approach to compensation that properly aligns incentives with Company performance and stockholder value and does not promote inappropriate risk taking.

•	Base Salaries: There no base salary increases for the CEO, CTO and CFO. Ms. Greenberg received a 10% increase to better align her salary with market and her expanded role within the organization. Additionally, Mr. Carlough received a 2% merit increase.

•

Annual Incentives: Consistent with our performance against financial and strategic objectives, NEO (excluding Mr. Carlough) payouts were funded at 75% of target. Mr. Carlough’s payout was funded at 90% due to the greater portion of his bonus based on individual strategic objectives. To further align executive compensation to long-term value creation for our stockholders, bonuses for fiscal 2019 were paid in the form of restricted stock units during Q1 2020.

•	Long-term Incentives: Continued practice of delivering annual equity grants in the form of time-vested restricted stock units and time-vested stock options.

•	Significantly enhanced proxy disclosure to provide greater clarity and improved readability.

•	Developed and disclosed a compensation peer group.

•	Adopted a clawback policy to align with prevailing best practices.

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•	Age: 80

•	Director Since: July 2010

•	Independent Board Committees: Compensation Committee, Audit Committee, Nominating and Corporate Governance Committee

•	Since 1997, Mr. Block has been President of Peter Block Inc., a management consulting group, and a partner in Designed Learning, a training company that offers workshops designed by Mr. Block to build organizational development skills.

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•	Mr. Block is also a best-selling author of several books about organizational dynamics, community and accountability. Mr. Block is the recipient of the Organization Development Network’s 2008 Lifetime Achievement Award.

•	Among other national awards, he also received the American Society for Training and Development Award for Distinguished Contributions, the Association for Quality and Participation President’s Award, and he was entered into Training Magazine’s HRD Hall of Fame.

•	Mr. Block holds a B.S. degree in Industrial Administration from the University of Kansas and an M.S. degree in Industrial Administration from Yale University.

•	The Company believes that Mr. Block’s expertise in management consulting and organizational development principles qualify and enable him to make a significant and valuable contribution as a director of the Company. The Company values his expertise and guidance on building internal teams and maintaining a diverse workforce.

•	Age: 53

•	Director Since: May 2017

•	Independent Board Committees: Compensation Committee, Nominating and Corporate Governance Committee

•	Since June 2016, Mr. Mossler has been an independent consultant.

•	From August 1999 to June 2016, Mr. Mossler worked in various senior leadership positions at Zappos, including Senior Vice President of Merchandising and helped Zappos grow into a company with more than $1 billion in gross merchandise sales before it was bought by Amazon in 2009.

•	From September 1991 to August 1999, Mr. Mossler worked in various positions at Nordstrom.

•

In addition to Mr. Mossler’s career in e-commerce and retail, he assisted with the launch and building of, and currently serves on the Board of, Downtown Project, a company dedicated to helping revitalize part of downtown Las Vegas through investment in small businesses; tech startups; real estate; and arts, culture, and education. Mr. Mossler founded Honus Capital LLC, a hands-on investment fund for Las Vegas-area entrepreneurs.

•	He also co-founded the popular Mexican restaurant chain Nacho Daddy.

•	Mr. Mossler graduated from Southern Oregon University with a B.S. in Business. The Company believes that Mr. Mossler’s deep operational experience, as well as his expertise in the contact center industry and consumer experience, qualify and enable him to make significant and valuable contributions as a director of the Company.

•	Age: 67

•	Director Since: January 2000

•	Independent Board Committees: Compensation Committee, Audit Committee, Nominating and Corporate Governance Committee

•	Mr. Lavan has been the CFO of Autoclear LLC, a designer, builder and distributor of security systems since February 2016.

•	From January 2015 through February 2016, Mr. Lavan was an independent consultant to the media and entertainment industries. Between April 2010 and December 2014, Mr. Lavan was a Senior Vice President, Worldwide Controller of IMG, an international and diversified sports, entertainment and media company.

•	From July 2008 to April 2010, Mr. Lavan was Chief Financial Officer of Paradysz Matera Company, Inc., a direct marketing and digital marketing agency.

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•	From August 2007 until July 2008, Mr. Lavan was an independent consultant. From November 2004 until August 2007, Mr. Lavan served advertising agencies affiliated with MDC Partners, Inc. in various capacities. Between October 2000 and November 2004.

•	Mr. Lavan served as an independent consultant to marketing services organizations. In addition, between January 2001 and September 2002.

•	Mr. Lavan was President and Chief Operating Officer of NowMarketing, Inc., formerly known as Elbit VFlash, Inc. From March 1999 until October 2000.

•	Mr. Lavan was an Executive Vice President of Wunderman, the direct marketing and customer relationship marketing division of Young & Rubicam Inc.

•	From February 1997 to March 1999, Mr. Lavan was Senior Vice President of Finance at Young & Rubicam.

•	From 1984 to February 1997, Mr. Lavan held various positions at Viacom Inc., including Controller, and Chief Financial Officer for Viacom’s subsidiary, MTV Networks.

•	Mr. Lavan is a Certified Public Accountant.

•	Mr. Lavan received a B.S. from Manhattan College.

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The Company believes that Mr. Lavan’s extensive financial and business expertise enables him to make a significant and valuable contribution as a director of the Company. In addition, the Company values the guidance that Mr. Lavan provides on digital marketing and advertising, which draws from a wealth of industry knowledge accumulated from financial and operational roles at several leading advertising and marketing organizations.

•	Age: 51

•	Director Since: November 1995 (Since Inception)

•	Independent Board Committees: None

•	Chief Executive Officer and Chairman of our Board of Directors since LivePerson’s inception in November 1995. In addition, Mr. LoCascio was LivePerson’s President from November 1995 until January 2001.

•	Mr. LoCascio founded the Company as Sybarite Interactive Inc., which developed a community-based web software platform known as TOWN.

•	Before founding Sybarite Interactive, through November 1995, Mr. LoCascio was the founder and Chief Executive Officer of Sybarite Media Inc. (known as Ikon), a developer of interactive public kiosks that integrated interactive video features with advertising and commerce capabilities.

•	Mr. LoCascio was named a New York City Ernst & Young Entrepreneur of the Year finalist in 2001 and 2008. Mr. LoCascio is the winner of the 2015 Smart CEO Circle of Excellence Award.

•	Mr. LoCascio has served on our Board since inception because of his operational and historical expertise gained from serving as LivePerson’s Chief Executive Officer.

•	Technology industry experience, vision for innovation, and deep institutional knowledge of the Company

•	As one of the founders and the longest serving member of the Board, the Company also values his deep understanding of the Company's business as it has evolved over time.

•	Mr. LoCascio received a B.B.A. from Loyola College.

•	Age: 45

•	Director Since: November 2016

•	Independent Board Committees: Compensation Committee, Audit Committee, Nominating and Corporate Governance Committee

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•

Since July 2016, Founder and Chief Executive Officer of Tamara Mellon, a luxury footwear company. Former President and Chief Executive Officer from January 2011 to December 2015. In addition, from January 2015 through December 2018, Ms. Layfield sat on the board of directors of Camber Outdoors, and from April 2016 through April 2018, Ms. Layfield sat on the board of directors of SmartPak Equine. Ms. Layfield received a B.A. degree in Communications - Journalism from Santa Clara University.

•	Ms. Layfield is recognized as an innovator and industry expert in combining organizational change and advanced technologies to retool customer care for the digital, mobile era.

•	The Company believes that Ms. Layfield's deep experience in the retail sector and unique expertise transforming customer experience and forging meaningful, high-quality connections between brands and consumers, qualify and enable her to make a significant and valuable contribution as a director of the Company.

•	Age: 63

•	Director Since: November 2004

•	Independent Board Committees: Compensation Committee, Audit Committee, Nominating and Corporate Governance Committee

•	Since October 2002, Mr. Wesemann has been an independent consultant.

•	Between January 2001 and October 2002, Mr. Wesemann was Chief Executive Officer of NextPage, Inc., a provider of document management systems.

•	Between August 2000 and January 2001, Mr. Wesemann was Chief Executive Officer of netLens Inc., which was acquired by NextPage and offered a peer-to-peer platform for creating distributed applications.

•	Between May 1996 and May 2000, Mr. Wesemann was Vice President of Sales of Genesys Telecommunications Laboratories, Inc., a leader in computer-telephony integration. Mr. Wesemann received a B.A. from Glassboro State College (now called Rowan University).

•	The Company believes that Mr. Wesemann’s business expertise and technology industry background, including his experience serving in chief executive and sales leadership roles at successful technology companies, qualify and enable him to make a significant and valuable contribution as a director of the Company.

•	Mr. Wesemann provides coaching to sales leaders on process and strategy, leveraging his experience as running sales organizations and as CEO at other technology companies.

•	Mr. Wesemann also has a deep understanding of LivePerson as he experienced the various transformations of the product for customers of LivePerson, which included various go to market strategies for new products and services which the Company believes continue to benefit LivePerson.

•	All of the members of the Board other than Mr. LoCascio are “independent” under the Nasdaq rules.

•	All members of our Audit Committee are independent under the Nasdaq rules and the rules and regulations of the SEC.

•	All members of our Compensation Committee, and of our Nominating and Corporate Governance Committee are independent under the Nasdaq rules.

•	The Company and the Board regularly review and evaluate the Company’s corporate governance practices as a general matter and in response to investor feedback.

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•	The Board has adopted a Code of Conduct applicable to all of our employees, including our executive officers, as well as a Code of Ethics for the Chief Executive Officer and Senior Financial Officers. The Code of Conduct and Code of Ethics can be found at https://ir.liveperson.com/corporate-governance/governance-overview .

•	In April 2019, the Board adopted amended charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The amended charters can be found at https://ir.liveperson.com/corporate-governance/governance-overview .

•	The Board has adopted a policy regarding conflicts of interest and “related party transactions” under which all potential conflicts of interest and related party transactions must be reviewed and pre-approved by the Audit Committee.

•	An annual risk assessment of the Company’s compensation policies is conducted by the Board and the Compensation Committee.

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•	the Company’s annual incentive compensation is based on balanced performance metrics that promote disciplined progress towards Company goals;

•	the Company does not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company value;

•	the Company’s long-term incentives do not drive high-risk investments at the expense of long-term Company value; and

•	the Company’s compensation programs are appropriately balanced between cash and equity, and the equity component does not promote unnecessary risk taking.

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•	Adaptive control systems that reduce power consumption and increase cooling capacity through active airflow management;

•	Adherence to ASHRAE thermal guidelines to reduce power for cooling;

•	Cold/hot aisle containment that lowers energy consumption and enables more efficient cooling by using physical barriers to reduce the mixing of cold air in data center supply aisles with the hot air in exhaust aisles;

•	Energy efficient lighting systems; and

•	Utilization of clean and reliable energy sources, such as fuel cells.

•	each person or group of affiliated persons whom we know to beneficially own more than five percent of our common stock;

•	each of our named executive officers identified in the “Summary Compensation Table” included in this Proxy Statement on page 35;

•	each of our directors and director nominees; and

•	all of our directors and executive officers as a group.

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(1)	Unless noted otherwise, the business address of each beneficial owner is c/o LivePerson, Inc., 475 Tenth Avenue, 5th Floor, New York, New York 10018.

(2)	Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investment power with respect to the shares shown as beneficially owned.

(3)	Based solely on our review of the Schedule 13G/A filed with the SEC on February 4, 2020 by BlackRock, Inc., whose address is 55 East 52nd Street, New York, New York 10022. BlackRock, Inc. reported that it has sole voting power as to 9,292,185 shares and sole dispositive power as to 9,399,727 shares.

(4)	Based solely on our review of the Schedule 13G/A filed with the SEC on March 6, 2020 by The Vanguard Group, whose address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group reported that it has sole voting power as to 129,594 shares, shared voting power as to 10,086 shares, sole dispositive power as to 6,370,400 shares and shared dispositive power as to 130,911 shares.

(5)	Based solely on our review of the Schedule 13G filed with the SEC on February 7, 2020 by FMR LLC, whose address is 245 Summer Street, Boston, Massachusetts 02210. FMR LLC reported that it has sole voting power as to 2,731,569 shares and sole dispositive power as to 10,061,120 shares.

(6)

Of the total shares held by Mr. LoCascio, 4,226,983 shares of common stock are held indirectly by Mr. LoCascio through Ikon LP, a limited partnership of which Mr. LoCascio is the sole owner. Includes 982,396 shares underlying options that are currently exercisable or that will be exercisable at or within 60 days of April 20, 2020 . In January 2012, 2,000,000 shares of common stock beneficially owned by Mr. LoCascio were pledged as collateral in connection with a line of credit extended to Mr. LoCascio by UBS, and such pledge is currently in effect with regards to those shares.

(7)	Includes 98,125 shares underlying options that are currently exercisable or that will be exercisable at or within 60 days of April 20, 2020 .

(8)	Includes 263,000 shares underlying options that are currently exercisable or that will be exercisable at or within 60 days of April 20, 2020 .

(9)	Includes 95,680 shares underlying options that are currently exercisable or that will be exercisable and/or RSUs that have vested or that will vest, in each case at or within 60 days of April 20, 2020 .

(10)	Includes 185,000 shares underlying options that are currently exercisable or that will be exercisable at or within 60 days of April 20, 2020 .

(11)	Includes 155,000 shares underlying options that are currently exercisable or that will be exercisable at or within 60 days of April 20, 2020 .

(12)	Includes 80,000 shares underlying options that are currently exercisable or that will be exercisable at or within 60 days of April 20, 2020 .

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(13)	Includes 71,250 shares underlying options that are currently exercisable or that will be exercisable at or within 60 days of April 20, 2020 .

(14)	Includes 20,000 shares of common stock that are owned or recorded by a family trust over which Mr. Wesemann has indirect beneficial ownership. Also includes 175,000 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of April 20, 2020 .

(15)	Includes 2,035,736 shares underlying options that are currently exercisable or that will be exercisable and/or RSUs that have vested or that will vest, in each case at or within 60 days of April 20, 2020 and shares over which the directors and executive officers are indirect beneficial owners. Includes holdings of all directors and executive officers as a group.

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•	Total revenue of $291.6 million for the year-ended 2019, an increase of 17%, as compared to the year-ended 2018.

•	Within total revenue, revenue from our Business segment increased 16% year-over-year to $267.1 million and revenue from our Consumer segment increased 25% year-over-year to $24.5 million.

•	The Company signed 563 deals in 2019, an increase of 34% as compared to 2018, fueled by the addition of 282 new and 281 existing customer contracts.

•	Trailing-twelve-month average revenue per enterprise and mid-market customer set new records throughout 2019 and increased approximately 20% to approximately $345,000 in the fourth quarter of 2019, up from approximately

•	The Company fostered strong relationships with existing customers, and maintained its enterprise and mid-market revenue retention rate within its targeted range of 105% to 115%.

•	Solidifying our leadership strategy in the conversational cloud market.

•	Delivery of AI product innovations.

•	Successful convertible note offering, which was the first time in 19 years the Company raised capital since its IPO.

•	Our investor relations team regularly meets with stockholders, prospective stockholders and investment analysts. These meetings often include our Chairman and Chief Executive Officer and our Chief Financial Officer.

•	We regularly attend equity conferences and investor events across the United States.

•	In May 2019, we held our first investor day event in New York City, which was well attended and gave our stockholders the opportunity to engage with members of our Board and executive leadership team.

•	Our management team also engages with stockholders to solicit feedback on the following matters: executive compensation, ESG strategies and practices, governance, and other topics of interest related to our business.

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•	Align incentives, including bonus targets, performance metrics and equity, with Company fiscal performance as well as achievement of strategic objectives that create stockholder value;

•	Retain and encourage high potential team players to build a career at the Company;

•	Provide incentives that are cost-efficient, competitive with other organizations and fair to employees and stockholders; and

•	Facilitate a balanced approach to compensation that properly aligns incentives with Company performance and stockholder value and does not promote inappropriate risk taking.

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•	The Accelerated Growth Plan (the “AGP Component”); and

•	The Three-Year Plan Achieves Rule of 40 for SAAS Program (the “Rule of 40 Component”).

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•	CEO: in excess of 20x current base salary.

•	Other NEOs: in excess of 5x current base salary. Note, Mr. Collins is excluded from this calculation given his recent appointment to the CFO role. We fully anticipate his ownership levels to increase substantially over time.

•	Non-Employee Directors: in excess of 5x current annual cash retainer.

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(1)

Amounts represent the aggregate grant date fair value for restricted stock units and stock options granted in the fiscal year computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC Topic 718, and in accordance with SEC rules. Generally, the aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the award’s vesting schedule. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the NEOs and there is no assurance that these grant date fair values will ever be realized by the NEOs. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the valuation assumptions with respect to the grants, refer to Note 1 of LivePerson’s consolidated financial statements contained in our Annual Report on Form 10-K for the 2019 Fiscal Year, as filed with the SEC.

(2)

The performance-based, annual cash incentive bonuses earned in 2019 and paid in 2020 (the “2019 Bonuses”) are reflected in the column entitled “Non-Equity Incentive Plan Compensation” for 2019 , those earned in 2018 and paid in 2019 are reflected in the column entitled “Non-Equity Incentive Plan Compensation” for 2018 and those earned in 2017 and paid in 2018 are reflected in the column entitled “Non-Equity Incentive Plan Compensation” for 2017. The 2019 Bonuses were paid in the form of vested restricted stock units, in lieu of a cash payment, as further described above in the CD&A.

(3)	This amount does not include the value of 35,366 restricted stock units granted on February 21, 2019, to Mr. LoCascio due to his election to receive unvested restricted stock units in lieu of his annual cash bonus payment in respect of his performance for 2018, as described in further detail in footnote 5 to this Summary Compensation Table.

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(4)

Amounts paid by us include: (i) $720, $677, $648, $560 and $447 for Mr. LoCascio, Mr. Greiner, Mr. Spinelli, Ms. Greenberg and Mr. Carlough, respectively, for premiums for term life insurance, (ii) $6,059 for Mr. LoCascio and $11,200 for each of Mr. Greiner, Mr. Spinelli, Ms. Greenberg and Mr. Carlough for matching contributions to 401(k) plans, (iii) $29,065, $25,050, $29,065, $10,342 and $19,533 for Mr. LoCascio, Mr. Greiner, Mr. Spinelli, Ms. Greenberg and Mr. Carlough, respectively, for health, dental, vision and disability insurance, and (iv) $33 for Mr. Greiner and $780 for each of Ms. Greenberg and Mr. Carlough for transit.

(5)

Pursuant to his employment agreement, Mr. LoCascio is entitled to an annual cash bonus with a target bonus of 100% of his base salary. On February 21, 2019 the Compensation Committee approved an annual bonus payment in respect of his performance for 2018 in the form of, at Mr. LoCascio’s option, a cash amount equal to his target bonus amount or a grant of restricted stock units with a value equal to 100% of his target annual bonus in lieu of a cash payment, which restricted stock units are subject to vesting in substantially equal installments on the first three anniversaries of the date of grant. The amount set forth in this column reflects the value equal to 150% of his target bonus amount.

(6)	On December 28, 2017, the Compensation Committee approved and the Company granted a one-time cash payment of $1,000,000 to Mr. LoCascio in connection with the restatement of his employment agreement.

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(1)	Represents 18 months of Mr. LoCascio’s annual base salary as of December 31, 2019 .

(2)	Represents 1.5 times Mr. LoCascio’s 2019 Fiscal Year bonus.

(3)

Represents the closing price of our common stock on December 31, 2019 less the exercise price, for the options, and stock awards held by Mr. LoCascio, multiplied by (a) for a qualifying termination not in connection with a change of control or in a result of death or disability, the number of unvested shares underlying the options or stock awards that would otherwise have vested in the two year period following termination of employment; and (b) for a qualifying termination in connection with a change of control, the total number of unvested shares underlying the options or stock awards.

(4)	Represents 18 months of company contributions toward premium payments for health insurance coverage under COBRA.

(5)	Represents the closing price of our common stock on December 31, 2019 less the exercise price, for the options, and stock awards held by Mr. LoCascio, multiplied by 50% the total number of unvested shares underlying the options or stock awards.

(6)	Represents Mr. Spinelli’s, and Ms. Greenberg’s base salary as of December 31, 2019 for 6 months.

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(7)	Represents Mr. Spinelli’s 2019 Fiscal Year bonus.

(8)	Represents the closing price of our common stock on December 31, 2019 less the exercise price, for the options, and stock awards held by Mr. Spinelli, multiplied by the number of unvested shares underlying the options or stock awards that would otherwise have vested in the two-year period following termination of employment.

(9)	Represents the closing price of our common stock on December 31, 2019 less the exercise price for the options and stock awards held by Mr. Spinelli, multiplied by the total number of unvested shares underlying the options.

(10)	Represents the closing price of our common stock on December 31, 2019 less the exercise price, for the options held by Ms. Greenberg, multiplied by the total number of unvested shares underlying the options.

(11)	Represents up to 6 months of company contributions toward premium payments for health insurance coverage under COBRA.

(12)	Represents Ms. Greenberg’s base salary as of December 31, 2019 for 9 months.

(13)	Represents Mr. Carlough’s base salary as of December 31, 2019 for 3 months.

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(1)

Amounts shown represent the target awards that could have been earned by the NEOs under the Company’s annual cash incentive bonus plan for these executives. There were no threshold or maximum bonus opportunities, except for Mr. LoCascio with such maximum as set forth in the CEO Agreement. (as defined above) The target amount could be exceeded based on performance metrics. Awards are based on achievement of individual performance objectives, Company performance as measured by adjusted EBITDA and the achievement of strategic objectives. The Compensation Committee retains discretion to adjust the bonus amount paid to any employee or executive up or down, regardless of that person’s target bonus or specific corporate performance metrics. Additional information about these bonus opportunities appear in the section of this Proxy Statement entitled “Compensation Discussion and Analysis.” The actual incentives earned in 2019 and paid in 2020 are reflected in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. The actual incentives earned in 2019 were paid in the form of vested restricted stock units, in lieu of a cash payment, as further described above in the CD&A.

(2)	Amounts represent the aggregate grant date fair value for restricted stock units and stock options granted in the fiscal year computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC Topic 718, and in accordance with SEC rules.

(3)	The value of these restricted stock units was not disclosed in the Stock Award column in the Summary Compensation Table with respect to 2019 because it was disclosed in the Non-Equity Incentive Plan Compensation column with respect to 2018, as described in footnotes 3 and 5 to the Summary Compensation Table.

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(1)

Unless otherwise noted, the total original number of shares subject to each stock option grant listed above vests as to 25% of the original number of shares covered by each stock option grant on the first anniversary of the grant date of each stock option (the “Grant Date”) and as to an additional 25% of the original number of shares at the end of each successive anniversary of the Grant Date until the fourth anniversary of the Grant Date, subject to the executive’s continued service with the Company through each vesting date and any acceleration provisions set forth in each executive’s employment agreement as described above in “Employment Agreement for our Named Executive Officers.” Options granted in 2017 and on February 16, 2018, however, vested as to 25% of the original number of shares covered by each stock option grant on the first anniversary of the grant date and as to 6.25% of the original number of shares at the end of each quarter thereafter.

(2)	The market value of unvested restricted stock units is based on the closing market price of the Company’s Common Stock on December 31, 2019 of $37.00.

(3)	This total original number of shares subject to the stock option grant listed above vests over three years, in equal installments on each of February 21, 2020, 2021 and 2022, subject to the executive’s employment through each such vesting date.

(4)	The total original number of units subject to each restricted stock unit award listed above vests over three years, with 33.33% of the units vesting on each anniversary of the grant date.

(5)	The total original number of units subject to each restricted stock unit award listed above vests over four years, with 25% of the units vesting on the first anniversary of the grant date and the balance vesting in equal annual installments on each anniversary of the grant date.

(6)	The total original number of units subject to the restricted stock unit award listed above vests over four years, with 25% of the units vesting on the first anniversary of the grant date and the balance vesting in equal quarterly installments over the following 36 months.

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(1)

Consists of options to purchase shares of our common stock, as well as restricted stock unit awards and performance stock units, each representing the right to acquire shares of our common stock. In respect of the plans approved by security holders, including the 2000 Stock Incentive Plan, 2009 Stock Incentive Plan, and 2019 Stock Incentive Plan, the number of shares reported represents 5,346,556 shares subject to stock options and 2,068,664 restricted stock units. In respect of the plan not approved by security holders, including the Inducement Plan, number of shares reported represents 503,118 shares subject to stock options, 850,303 restricted stock units.

(2)	The weighted average exercise price is calculated based solely on the outstanding stock options. It does not take into account the shares issuable upon vesting of outstanding restricted stock unit awards or performance stock units, which have no exercise price.

(3)	Consists of 4,116,026 shares remaining available for issuance under the 2019 Stock Incentive Plan and 932,782 shares remaining available for issuance under the 2019 Employee Stock Purchase Plan.

(4)	Consists of 838,165 shares remaining available for issuance under the Inducement Plan. (described below)

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(1)

This column represents the aggregate grant date fair value of stock options granted to each non-employee director in the 2019 Fiscal Year computed in accordance with FASB ASC Topic 718, and in accordance with SEC rules. Generally, the aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the award’s vesting schedule. These amounts reflect the company’s accounting expense and do not correspond to the actual value that will be realized by the non-employee directors and there is no assurance that these grant date fair values will ever be realized by the non-employee directors. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the valuation assumptions with respect to the grants, refer to Note 1 of LivePerson’s consolidated financial statements contained in our Annual Report on Form 10-K for the 2019 Fiscal Year, as filed with the SEC.

(2)	As of December 31, 2019 , the number of shares underlying unexercised stock options were: Mr. Block, 160,000 ; Mr. Lavan, 220,000 ; Ms. Layfield, 125,000 ; Mr. Mossler 125,000 ; and Mr. Wesemann, 235,000 .

(3)	The amount of fees earned by Mr. Block and Mr. Mossler were deferred at Mr. Block’s and Mr. Mossler's election pursuant to the Company’s nonqualified deferred compensation plan.

•	Annual Cash Retainer: ......................................................... $32,000

•	Annual Stock Option Grant: ................................................ $30,000 options (1)

•	Audit Committee: ................................................................ $8,250

•	Compensation Committee: .................................................. $6,250

•	Nominating and Corporate Governance Committee: .......... $3,000

•	Audit Committee: ................................................................ $20,000

•	Compensation Committee: .................................................. $14,500

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•	Nominating and Corporate Governance Committee: .......... $7,500

•

Shift from establishing a set number of stock options (share-based approach) to targeting an annual equity value (value-based approached). With the increase in the Company’s stock price since 2018, continuing to grant annual stock options based on a share-based approach resulted in a deviation from the company’s stated philosophy of calibrating compensation to the market median. To that end, the annual stock option grant for 2020 was determined to be $175,000

•	Any newly appointed directors to the Board will also receive an initial stock option award consistent with the revised annual equity retainer ($175,000)

•	Established Chair retainers for LivePerson’s Social Impact Committee and Culture Committee at $5,000. Although the Committees were established in 2018, retainers were not previously established

•	none of the members of the Compensation Committee was an officer (or former officer) or employee of the Company or any of its subsidiaries;

•	none of the members of the Compensation Committee had a direct or indirect material interest in any transaction in which the Company was a participant and the amount involved exceeded $120,000;

•	none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served on our Compensation Committee;

•	none of our executive officers was a director of another entity where one of that entity’s executive officers served on our Compensation Committee; and

•	none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served as a director on our Board of Directors.

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•	Adoption of a simplified one-year minimum vesting requirement and expansion of such requirement to cover all awards granted under the Amended 2019 Incentive Plan (with the exception of cash-based awards), with allowance for certain typical exceptions, including an exception for shares delivered in lieu of fully-vested cash incentive awards; and

•	An amendment providing that awards granted under the Amended 2019 Incentive Plan are subject to a Company recoupment (clawback) policy as may be in effect from time to time, or as required by applicable law or as specified in an award agreement.

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•	The Amended 2019 Incentive Plan includes a share counting provision whereby each restricted stock and restricted stock unit award (or other “full value” award) granted will count as though 1.5 shares have been issued for purposes of monitoring share usage, limiting the Amended 2019 Incentive Plan’s potential dilution impact on stockholders.

•	The Amended 2019 Incentive Plan share reserve does not benefit from liberal share recycling provisions, and the limited recycling provision specifically prohibits shares of common stock used by a participant to cover the payment of the exercise price of a stock option and tax obligations related to an award from being added back to the number of shares available for future award grants.

•	The Company recognizes that “evergreen” share reserve provisions have the potential for built-in dilution to stockholder value. Therefore, to address potential stockholder concerns, the Amended 2019 Incentive Plan does not include an “evergreen” share reserve provision.

•	The Amended 2019 Incentive Plan limits the overall number of shares of common stock that may be used with respect to grants to directors that are not employees of the Company at the time of grant.

•	Stock options and stock appreciation rights granted under the Amended 2019 Incentive Plan must be granted with an exercise price (or measurement price, as applicable) that is not less than the fair market value of a share of our common stock on the date of grant.

•	The exercise price of any outstanding award may not be reduced, whether through amendment, cancellation or replacement grants with options, other awards and/or cash, or by any other means without stockholder approval.

•	Awards are subject to certain minimum vesting requirements. Specifically, awards must generally vest over at least a one-year period from the date of grant, except that such limitations will not apply to such awards granted with respect to up to 5% of the total shares authorized for issuance under the Amended 2019 Incentive Plan or shares delivered in lieu of fully-vested cash incentive awards.

•	The Amended 2019 Incentive Plan provides that any dividend and dividend equivalent rights provided as part of a restricted stock or restricted stock unit award may not allow for dividends to be paid currently, but rather all such dividends must be accrued and paid only when and if the underlying award vests.

•	The Amended 2019 Incentive Plan allows options, restricted stock, restricted stock units and other stock- and cash-based awards to include vesting conditions subject to specific performance goals.

•	Awards are subject to the Company’s clawback policy.

•	The Amended 2019 Incentive Plan does not provide for an automatic “single-trigger” acceleration of vesting on unvested awards in the event of a change in control of the Company.

•	The Amended 2019 Incentive Plan does not provide any tax-gross ups to participants.

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•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•	adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•	adjusted EBITDA does not consider the impact of acquisition costs;

•	adjusted EBITDA does not consider the impact of restructuring costs;

•	adjusted EBITDA does not consider the impact of other costs;

•	adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and

•	other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

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1.	Purpose

2.	Eligibility

3.	Administration and Delegation

(a)

Administration by Board of Directors . The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.

(b)

Appointment of Committees . To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “ Committee ”). All references in the Plan to the “ Board ” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers.

(c)

Delegation to Officers . To the extent permitted by, and in accordance with, applicable law, the Board may delegate to one or more officers of the Company the power to grant (i) Options and other Awards that constitute rights under Delaware law (subject to any limitations under the Plan) and (ii) Awards that constitute stock under Delaware law (subject to any limitations under the Plan), in each case, to employees or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of the Awards to be granted by such officers (including, in the case of Options, the exercise price of the Awards, which may include a formula by which the exercise price will be determined), the maximum number of shares subject to such Awards that the officers may grant and, in the case of Restricted Stock Awards, the time period during which the Awards may be granted by such officers; provided further, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act).

(d)	Awards to Non-Employee Directors . Discretionary Awards to non-employee directors will only be granted and administered by a Committee, all of the members of which are independent as defined by Section 4200(a)(15) of the Nasdaq Marketplace Rules.

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4.	Stock Available for Awards

(a)	Number of Shares; Share Counting .

(b)	Sub-limits . Subject to adjustment under Section 9, the following sub-limits on the number of shares subject to Awards shall apply as follows:

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(c)

Substitute Awards . In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a)(1) or any sublimits contained in the Plan, except as may be required by reason of Section 422 and related provisions of the Code.

5.	Stock Options

(a)

General . The Board may grant options to purchase Common Stock (each, an “ Option ”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option that is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “ Nonstatutory Stock Option .”

(b)

Incentive Stock Options . An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “ Incentive Stock Option ”) shall only be granted to employees of LivePerson, Inc., any of LivePerson, Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.

(c)

Exercise Price . The Board shall establish the exercise price of each Option and specify the exercise price in the applicable option agreement. The exercise price shall be not less than 100% of the Fair Market Value (as defined below) on the date the Option is granted; provided that if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such future date.

(d)	Duration of Options . Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however , that no Option will be granted with a term in excess of 10 years.

(e)

Exercise of Option . Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Company, together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

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6.	Stock Appreciation Rights

(a)

General . The Board may grant Awards consisting of SARs entitling the holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock over the measurement price established pursuant to Section 6(c). The date as of which such appreciation is determined shall be the exercise date.

(b)	Grants . SARs may be granted in tandem with, or independently of, Options granted under the Plan.

(c)

Measurement Price . The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of a SAR with a measurement price to be determined on a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date.

(d)	Duration of SARs . Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however , that no SAR will be granted with a term in excess of 10 years.

(e)	Exercise of SARs . SARs may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Company, together with any other documents required by the Board.

(f)

Limitation on Repricing . Unless such action is approved by the Company’s stockholders: (1) no outstanding SAR granted under the Plan may be amended to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding SAR (other than adjustments pursuant to Section 9) and (2) the Board may not cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the

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7.	Restricted Stock; Restricted Stock Units

(a)

General . The Board may grant Awards entitling recipients to acquire shares of Common Stock (“ Restricted Stock ”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests (“ Restricted Stock Units ”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “ Restricted Stock Award ”).

(b)

Terms and Conditions for All Restricted Stock Awards . The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. Restricted Stock Awards that vest solely based on the passage of time shall be zero percent vested prior to the first anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the first annual meeting held after the date of grant), no more than one-third vested prior to the second anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the second annual meeting held after the date of grant), and no more than two-thirds vested prior to the third anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the third annual meeting held after the date of grant). Restricted Stock Awards that do not vest solely based on the passage of time shall not vest prior to the first anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the first annual meeting held after the date of grant). The two foregoing sentences shall not apply to (1) Performance Awards granted pursuant to Section 10(i) or (2) Restricted Stock Awards and Other Stock-Based Awards granted, in the aggregate, for up to 5% of the maximum number of authorized shares set forth in Section 4(a)(1). Notwithstanding any other provision of this Plan (other than Section 10(i), if applicable), the Board may, in its discretion, either at the time a Restricted Stock Award is made or at any time thereafter, waive its right to repurchase shares of Common Stock (or waive the forfeiture thereof) or remove or modify any part or all of the restrictions applicable to the Restricted Stock Award, provided that the Board may only exercise such rights in extraordinary circumstances which shall include, without limitation, death, disability or retirement of the Participant; or a merger, consolidation, sale, reorganization, recapitalization, or change in control of the Company. [RESERVED.]

(c)	Additional Provisions Relating to Restricted Stock .

(1)	Dividends .

(A)	Subject to Section 7(c)(1)(C) below, Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Board.

(B)	Subject to Section 7(c)(1)(C) below, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid.

(C)	Each dividend amount shall be credited to an account for the Participant and shall become payable if and when the Restricted Stock to which it relates vests or, if later, when the shareholders actually receive that dividend payment. Any such amount shall be paid within 30 days of the applicable vesting event or shareholder payment date, if later.

(d)	Additional Provisions Relating to Restricted Stock Units .

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(2)	Voting Rights . A Participant shall have no voting rights with respect to any Restricted Stock Units.

(3)	Dividend Equivalents .

(A)	Subject to Section 7(d)(3)(C) below, to the extent provided by the Board, in its sole discretion, a grant of Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“ Dividend Equivalents ”).

(B)

Subject to Section 7(d)(3)(C) below, Dividend Equivalents may be settled in cash and/or shares of Common Stock, as determined by the Board in its sole discretion, and will be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, subject in each case to such terms and conditions as the Board shall establish, in each case to be set forth in the applicable Award agreement.

(C)

To the extent a Dividend Equivalent right is provided in an award agreement, each Dividend Equivalent shall be credited to an account for the Participant and become payable if and when the Restricted Stock Units to which it relates vest (and shall be paid at the same time as settlement of the Restricted Stock Units) or, if later, when the shareholders actually receive the corresponding dividend payment.

(a)

General . Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“ Other Stock-Based Awards ”), including without limitation Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine. The Company may also grant Performance Awards or other Awards denominated in cash rather than shares of Common Stock (“ Cash-Based Awards ”).

(b)

Terms and Conditions . Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award or Cash-Based Awards, including any purchase price applicable thereto. Other Stock-Based Awards that vest solely based on the passage of time shall be zero percent vested prior to the first anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the first annual meeting held after the date of grant), no more than one-third vested prior to the second anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the second annual meeting held after the date of grant), and no more than two-thirds vested prior to the third anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the third annual meeting held after the date of grant). Other Stock-Based Awards that do not vest solely based on the passage of time shall not vest prior to the first anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the first annual meeting held after the date of grant). The two foregoing sentences shall not apply to (1) Performance Awards granted pursuant to Section 10(i) or (2) Restricted Stock Awards and Other Stock-Based Awards granted, in the aggregate, for up to 5% of the maximum number of authorized shares set forth in Section 4(a)(1). Notwithstanding any other provision of this Plan (other than Section 10(i), if applicable), the Board may, in its discretion, either at the time a Other Stock-Based Award is made or at any time thereafter, waive its right to repurchase shares of Common Stock (or waive the forfeiture thereof) or remove or modify any part or all of the restrictions applicable to the Other Stock-Based Award, provided that the Board may only exercise such rights in extraordinary circumstances which shall include, without limitation, death, disability or retirement of the Participant; or a merger, consolidation, sale, reorganization, recapitalization, or change in control of the Company. [RESERVED.]

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(a)

Changes in Capitalization . In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the sub-limits and share counting rules set forth in Sections 4(a) and 4(b) and the minimum vesting rules of Sections 7(b) and 8(b Section 10(j ) (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share- and per-share provisions and the measurement price of each SAR, (v) the number of shares subject to and the repurchase price per share, if any, subject to each outstanding Restricted Stock Award and (vi) the share- and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(b)	Reorganization Events .

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(a)

Transferability of Awards . Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; provided, however , that the Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if, with respect to such proposed transferee, the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such Award under the Securities Act of 1933, as amended; provided, further, that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

(b)

Documentation . Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. In the event of any conflict or inconsistency between the Plan and any Award agreement, the Plan shall govern and the Award agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.

(c)	Board Discretion . Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical. In exercising its authority under the terms of the Plan, the Board need not treat Participants uniformly.

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(d)

Termination of Status . The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

(e)

Withholding . The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same time as is payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy all or any portion of the Company’s statutory minimum tax obligations, or, if greater, a Participant’s election for tax withholding up to an amount determined under the maximum individual statutory tax rates in the applicable jurisdiction, by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

(f)

Amendment of Award . The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 9 hereof.

(g)

Conditions on Delivery of Stock . The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(h)	Acceleration . Except as otherwise provided in Sections 7(b), 8(b) and 10(i) and 10(j) , the Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

(i)	Performance Awards .

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(j)

Terms and Conditions for All Awards . Subject to the provisions of the Plan, the Board shall determine the terms and conditions of an Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. Awards (other than Cash-Based Awards) that vest solely based on the passage of time shall be zero percent vested prior to the first anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the first annual meeting held after the date of grant that is at least 50 weeks after the immediately preceding year’s annual meeting). Awards (other than Cash-Based Awards) that do not vest solely based on the passage of time shall not vest prior to the first anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the first annual meeting held after the date of grant that is at least 50 weeks after the immediately preceding year’s annual meeting). The two foregoing sentences shall not apply to (1) Performance Awards granted pursuant to Section 10(i), (2) Awards granted, in the aggregate, for up to 5% of the maximum number of authorized shares set forth in Section 4(a)(1), or (3) shares delivered in lieu of fully vested cash incentive awards. Notwithstanding any other provision of this Plan (other than Section 10(i), if applicable), the Board may, in its discretion, either at the time an Award is made or at any time thereafter, waive its right to repurchase shares of Common Stock (or waive the forfeiture thereof) or remove or modify any part or all of the restrictions applicable to the Award, provided that the Board may only exercise such rights in extraordinary circumstances which shall include, without limitation, death, disability or retirement of the Participant; or a merger, consolidation, sale, reorganization, recapitalization, or change in control of the Company.

(a)

No Right To Employment or Other Status . No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

(b)	No Rights As Stockholder . Except with respect to Restricted Stock or as otherwise explicitly provided in the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.

(c)	Effective Date and Term of Plan . The Plan became effective on June 6, 2019 (the “ Effective Date ”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.

(d)

Amendment of Plan . The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that (i) no amendment that would require stockholder approval under the rules of NASDAQ Stock Market (“ NASDAQ ”) may be made effective unless and until the Company’s stockholders approve such amendment; and (ii) if the NASDAQ amends its corporate governance rules so that such rules no longer require stockholder approval of NASDAQ “material amendments” to equity compensation plans, then, from and after the effective date of such amendment to the NASDAQ rules, no amendment to the Plan (A) materially increasing the number of shares authorized under the Plan (other than pursuant to Section 4(c) or 9), (B) expanding the types of Awards that may be granted under the Plan, or (C) materially expanding the class of participants eligible to participate in the Plan shall be effective unless and until the Company’s stockholders approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 12(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned upon stockholder approval of any amendment to the Plan.

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(e)

Authorization of Sub-Plans . The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement.

(f)

Non U.S. Employees . Awards may be granted to Participants who are non-U.S. citizens or residents employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants employed in the United States as may, in the judgment of the Board, be necessary or desirable in order to recognize differences in local law or tax policy. The Board also may impose conditions on the exercise or vesting of Awards in order to minimize the Board’s obligation with respect to tax equalization for Participants on assignments outside their home country. The Board may approve such supplements to or amendments, restatements or alternative versions of the Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan.

(g)

Compliance with Section 409A of the Code . Except as provided in individual Award agreements initially or by amendment, if and to the extent any portion of any payment, compensation or other benefit provided to a Participant in connection with his or her employment termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Code Section 409A) (the “ New Payment Date ”), except as Code Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

(h)

Limitations on Liability . Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee, or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, other employee, or agent of the Company. The Company will indemnify and hold harmless each director, officer, other employee, or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning this Plan unless arising out of such person’s own fraud or bad faith.

(i)	Governing Law . The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

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