Common use of Code Section 409A Clause in Contracts

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Per Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company Corporation cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Per Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Per Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall will be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option a warrant that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value fair market value of a Share on the date of grant (a “discount optionwarrant”) may be considered “deferred compensation.” An Option A warrant that is a “discount optionwarrant” may result in (i) income recognition by Participant the holder of the warrant prior to the exercise of the Optionwarrant, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount optionwarrant” may also result in additional state income, penalty and interest tax to the Participantholder of the warrant. Participant Holder acknowledges that the Company cannot guarantee and has not guaranteed that the IRS will agree that the per Share exercise price of this Option Warrant equals or exceeds the Fair Market Value fair market value of a Share on the date of grant in a later examination. Participant Holder agrees that if the IRS determines that the Option Warrant was granted with a per Share exercise price that was less than the Fair Market Value fair market value of a Share on the date of grant, Participant shall Holder will be solely responsible for ParticipantHolder’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant Optionee prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the ParticipantOptionee. Participant Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant Optionee agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant Optionee shall be solely responsible for ParticipantOptionee’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company Corporation cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty penalty, and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the U.S. Internal Revenue Service (the “IRS”) to be less than the Fair Market Value fair market value of a Share on the date of grant (a “discount optionDiscount Option”) may be considered “deferred compensation.” An A Discount Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Optionoption, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” Discount Option may also result in additional state income, penalty and interest tax charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date Date of grant Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price Exercise Price that was less than the Fair Market Value of a Share on the date Date of grantGrant, Participant shall will be solely responsible for Participant’s costs related to such a determination.. In no event will the Company (or its Parent or Subsidiary employing or retaining Participant, as applicable) reimburse Participant for any taxes imposed or other costs incurred as a result of Code Section 409A.

Code Section 409A. Under Code Section 409A, an Option option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the U.S. Internal Revenue Service (the “IRS”) to be less than the Fair Market Value fair market value of a Share on the date of grant (a “discount optionDiscount Option”) may be considered “deferred compensation.” An A Discount Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Optionoption, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” Discount Option may also result in additional state income, penalty and interest tax charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date Date of grant Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price Exercise Price that was less than the Fair Market Value of a Share on the date Date of grantGrant, Participant shall will be solely responsible for Participant’s costs related to such a determination.. In no event will the Company reimburse Participant for any taxes imposed or other costs incurred as a result of Code Section 409A.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share Unit exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share Unit on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share Unit exercise price of this Option equals or exceeds the Fair Market Value of a Share Unit on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share Unit exercise price that was less than the Fair Market Value of a Share Unit on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.. 2010 Equity Incentive Plan Stock Option Agreement

Code Section 409A. Under Code Section 409A, an Option option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value fair market value of a Share the relevant share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Optionoption, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The A “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the this Option was granted with a per Share exercise price that was is less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option Award that is a “discount option” may result in (i) income recognition by Participant the Award Holder prior to the exercise of the OptionAward, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the ParticipantAward Holder. Participant The Award Holder acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per D-WAVE SYSTEMS INC. - PROPRIETARY AND CONFIDENTIAL INFORMATION Share exercise price of this Option Award equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant The Award Xxxxxx agrees that if the IRS determines that the Option Award was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant the Award Holder shall be solely responsible for Participantthe Award Holder’s costs related to such a determination.

Code Section 409A. Under For United States taxpayers, under Code Section 409A, an Option option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the U.S. Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date Date of grant Grant (a “discount optionDiscount Option”) may be considered “deferred compensation.” An A Discount Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Optionoption, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” Discount Option may also result in additional state income, penalty and interest tax charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date Date of grant Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date Date of grantGrant, Participant shall will be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share share exercise price of this Option equals or exceeds the Fair Market Value of a Share share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option Award that is a “discount option” may result in (i) income D-WAVE SYSTEMS INC. - PROPRIETARY AND CONFIDENTIAL INFORMATION recognition by Participant the Award Holder prior to the exercise of the OptionAward, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the ParticipantAward Holder. Participant The Award Holder acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option Award equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant The Award Xxxxxx agrees that if the IRS determines that the Option Award was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant the Award Holder shall be solely responsible for Participantthe Award Holder’s costs related to such a determination.