As we now look forward, we begin ~~2018~~2019 on very solid financial footing, with a strong balance sheet, an expanded sales pipeline and a scalable operating structure. With our broadened software platform, a device of choice strategy that showcases our software functionality, and the increasing strategic importance of improving communication in healthcare, we are excited about the growth potential of our business in ~~2018~~2019 and beyond.

Our 2019 priorities include:

~~Our 2018 priorities:~~

•

We will continue to focus on winning new hospital systems and driving system-wide expansions in our existing customers. We’ll pursue cross selling opportunities within our installed base, and we will ~~increase focus on pursuing~~pursue growth in our international markets.

•

On the product side, we will continue to invest in our solutions to extend our clinical relevance both within and outside of the four walls of the hospital. We ~~have~~expect the recently launched Smartbadge to be a ~~big year planned~~catalyst for ~~new~~growth of both hardware and software, particularly in the back half of this year. We will continue to invest in product ~~introductions as we expand~~innovation and will work to extend our clinical relevance across the care continuum by building, buying, or partnering with solutions ~~to help our customers.~~that further enable the real-time health system.

•

We will strive to grow the business and accelerate towards our profitability goals.

~~To conclude, 2017 was~~

As we begin 2019, cost savings and efficiency remain top priorities for IT spending in healthcare. The functionality and scalability of our differentiated software platform is unmatched in the marketplace, and our solution provides a ~~year~~compelling value proposition for hospitals of ~~great accomplishment for Vocera,~~all sizes. We look forward to partnering with customers to solve workflow bottlenecks by mobilizing data to speed decision making with improved context about patients and ~~we are poised for another year of strong achievement for all our stakeholders in 2018.~~

caregivers. Our unified solution, combining real-time voice, secure texting, and deep clinical integration, is succeeding because it delivers on these challenges.

Thank you for your support and interest in Vocera’s success. As always, we value your ongoing participation and support of Vocera, and we are committed to delivering world-class solutions and to creating sustainable long-term value for our shareholders.

Sincerely,

Brent D. Lang
President and Chief Executive Officer

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VOCERA COMMUNICATIONS, INC.
525 Race Street
San Jose, CA 95126

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held ~~June 1, 2018~~May 31, 2019

April ~~20, 2018~~

18, 2019

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the ~~2018~~2019 Annual Meeting of Stockholders of Vocera Communications, Inc. will be held at our offices located at 525 Race Street, San Jose, CA 95126 on Friday, ~~June 1, 2018,~~May 31, 2019, at 10:00 a.m. (Pacific Time).

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

To elect two (2) Class III directors to serve terms of three years through the third annual meeting of stockholders following this meeting and until, in each case, a successor has been elected and qualified, subject to earlier resignation or removal.

~~To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.~~

~~To conduct a non-binding advisory vote on the compensation of our named executive officers as disclosed in the accompanying materials.~~

~~To conduct a non-binding advisory vote on the frequency of holding future advisory votes on named executive officer compensation.~~

To approve an amendment to our 2012 Equity Incentive Plan to increase the number of shares reserved thereunder by an additional 1,500,000 shares, and make certain other amendments and technical changes to the 2012 Equity Incentive Plan.

To elect three (3) Class I directors to serve terms of three years through the third annual meeting of stockholders following this meeting and until, in each case, a successor has been elected and qualified, subject to earlier resignation or removal.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

To conduct a non-binding advisory vote on the compensation of our named executive officers as disclosed in the accompanying materials.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April ~~10, 2018,~~8, 2019, are entitled to notice of, and to vote at, the meeting and any adjournments thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relating to the meeting during ordinary business hours at our headquarters.

Your vote as a Vocera Communications, Inc. stockholder is very important. Each share of stock that you own represents one vote.

For questions regarding your stock ownership, you may contact Investor Relations at (408) 882-5971 or investorrelations@vocera.com or, if you are a registered holder, our transfer agent, Computershare Trust Company, N.A., by email through their website atwww.computershare.com/contactus or by phone at (877) 373-6374. Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote through the Internet or by telephone, or request, sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Information about the Meeting” beginning on page 1 of the proxy statement and the instructions on the Notice of Internet Availability of Proxy Materials.

The Securities and Exchange Commission rules allow companies to furnish proxy materials to stockholders over the Internet. We have elected to do so, thus reducing the environmental impact and lowering the costs of printing and distributing proxy materials without impacting your timely access to this important information. On or about April ~~20, 2018,~~18, 2019, we expect to mail to stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our ~~proxy statement~~

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proxy statement for our ~~2018~~2019 Annual Meeting of Stockholders and our ~~2017~~2018 annual report on Form 10-K to stockholders. The Notice of Internet Availability also provides instructions on how to vote through the Internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.

By Order of the Board of Directors,

Douglas A. Carlen
General Counsel and Corporate Secretary

San Jose, California
April ~~20, 2018~~

18, 2019

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on ~~June 1, 2018:~~May 31, 2019: the Proxy Statement and our ~~2017~~2018 Annual Report on Form 10-K is available atwww.envisionreports.com/vcra.

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VOCERA COMMUNICATIONS, INC.

PROXY STATEMENT FOR ~~2018~~2019 ANNUAL MEETING OF STOCKHOLDERS

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PROXY INFORMATION				1
	Information about Solicitation and Voting				1
	Internet Availability of Proxy Materials				1
	General Information about the Meeting				1
	General Proxy Information				1
	CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE				5
	Corporate Governance Guidelines				5
	Stock Ownership Guidelines				5
	Recoupment Policy				5
	Board Leadership Structure				5
	Lead Independent Director				6
	Risk Oversight				6
	Director Independence				6
	Committees of Our Board of Directors				7
	Codes of Business Conduct and Ethics and other Corporate Policies				8
	Compensation Committee Interlocks and Insider Participation				8
	Board and Committee Meetings and Attendance				89
	Board Evaluations				9
	Board Attendance at Annual Stockholders’ Meeting				9
	Presiding Director of Independent Director Meetings				9
	Communication with Directors				9
	NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS				10
	Nominations to the Board of Directors				10
	Director Qualifications				10
	PROPOSAL NO. 1 ELECTION OF CLASS ~~III~~I DIRECTORS				11
	Nominees to the Board of Directors				11
	Director Resignation Policy				12
	Directors Not Standing for Election				12
	Director Compensation				15
	~~2017~~2018 Director Compensation				1617
	PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				18		17
	Principal Accountant Fees and Services				1718
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm				1819
	PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		19		20
~~PROPOSAL NO. 4 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION~~		20
~~PROPOSAL NO. 5 AMENDMENTS TO 2012 EQUITY INCENTIVE PLAN~~		21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT				21		28

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EXECUTIVE COMPENSATION	23	30
Compensation Discussion and Analysis	3023

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	Report of the Compensation Committee		4135
	Executive Compensation Tables		4236
	CEO Pay Ratio		39
	Employment, Severance and Change of Control Agreements		4539
	EQUITY COMPENSATION PLAN INFORMATION		42	48
	TRANSACTIONS WITH RELATED PARTIES, FOUNDERS AND CONTROL PERSONS		43	49
	Review, Approval or Ratification of Transactions with Related Parties		4943
	REPORT OF THE AUDIT COMMITTEE		44	50
	ADDITIONAL INFORMATION		45	51
	Stockholder Proposals to be Presented at Next Annual Meeting		5145
	Section 16(a) Beneficial Ownership Reporting Compliance		5145
	Available Information		5145
	“Householding” — Stockholders Sharing the Same Last Name and Address		5145
	OTHER MATTERS		46	52
~~APPENDIX A~~
~~Vocera Communications, Inc. 2012 Equity Incentive Plan (amended April 5, 2018)~~		~~A-1~~

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the letter from our Chief Executive Officer contain forward-looking statements reflecting our current expectations that involve risks and uncertainties which are subject to safe harbors under the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements include, but are not limited to, statements concerning our anticipated growth, profitability, priorities, integration of acquisitions, customer deployments and business plans, objectives, expectations and intentions. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the growth, profitability, priorities, integration of acquisitions, customer deployments, business plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statements.

~~iii~~

iii

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VOCERA COMMUNICATIONS, INC.
525 Race Street
San Jose, CA 95126

PROXY STATEMENT FOR THE ~~2018~~2019 ANNUAL MEETING OF STOCKHOLDERS

June 1, 2018

May 31, 2019

Information About Solicitation and Voting

The accompanying proxy is solicited on behalf of the Board of Directors of Vocera Communication, Inc. (“we,” “us,” “our” or the “company”) for use at Vocera’s ~~2018~~2019 Annual Meeting of Stockholders (the “annual meeting” or the “meeting”) to be held on ~~June 1, 2018,~~May 31, 2019, at 10:00 a.m. (Pacific Time), and any adjournment or postponement thereof.

Internet Availability of Proxy Materials

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies to each stockholder. On or about April ~~20, 2018,~~18, 2019, we expect to send to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access our proxy materials, including our proxy statement and our annual report on Form 10-K. The Notice of Internet Availability also provides instructions on how to vote through the Internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail or an electronic copy of the proxy materials by email.

This process is designed to reduce our environmental impact and lower the costs of printing and distributing our proxy materials without impacting our stockholders’ timely access to this important information. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.

General Information about the Meeting

Purpose of the Meeting

At the meeting, stockholders will act upon the proposals described in this proxy statement. In addition, we will consider any other matters that are properly presented for a vote at the meeting. We are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly presented for a vote at the meeting, the persons named in the proxy, who are officers of the company, have the authority in their discretion to vote the shares represented by the proxy.

Record Date; Quorum

Only holders of record of common stock at the close of business on April ~~10, 2018,~~8, 2019, the record date, will be entitled to vote at the meeting. At the close of business on April ~~10, 2018,~~8, 2019, Vocera had ~~29,717,236~~31,113,144 shares of common stock outstanding and entitled to vote.

The holders of a majority of the voting power of the shares of stock entitled to vote at the meeting as of the record date must be present or represented by proxy at the meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the meeting if you are present and vote in person at the meeting or if you have properly submitted a proxy.

General Proxy Information

Voting Rights

Each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on April ~~10, 2018,~~8, 2019, the record date. You may vote all shares owned by you at such date, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee.

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Stockholder of Record: Shares Registered in Your ~~Name~~.Name. If on April ~~10, 2018,~~8, 2019, your shares were registered directly in your name with Vocera’s transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the meeting, or vote in advance through the Internet or by telephone, or if you request to receive paper proxy materials by mail, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or ~~Nominee~~.Nominee. If on April ~~10, 2018,~~8, 2019, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares held in your account, and your broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the meeting and vote your shares, you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the meeting.

Required Vote

Proposal 1:1: Each director will be elected by a majority of the votes cast, which means that each of the ~~two~~three individuals nominated for election to the Board of Directors at the meeting will be elected if the number of votes cast “FOR” that nominee exceeds the number of votes “AGAINST” that nominee. You may either vote “FOR” or “AGAINST” one or more of the nominees. You may not cumulate votes in the election of directors.

Proposal 2:2: Approval of the ratification of the appointment of our independent registered public accounting firm will be obtained if the number of votes cast “FOR” the proposal at the meeting exceeds the number of votes “AGAINST” the proposal.

Proposal 3:3: Approval, on an advisory basis, of the named executive officer compensation will be obtained if the number of votes cast “FOR” the proposal at the meeting exceeds the number of votes “AGAINST” the proposal. This vote is advisory and non-binding in nature.

~~Proposal 4~~: The advisory vote on the frequency of holding an advisory vote on named executive officer compensation will be the option of either “1 YEAR,” “2 YEARS,” or “3 YEARS” that receives the highest number of votes. This vote is advisory and non-binding in nature.

~~Proposal 5~~: The approval of the amendments to our 2012 Equity Incentive Plan will be obtained if the number of votes cast “FOR” the proposal at the meeting exceeds the number of votes “AGAINST” the proposal.

Abstentions (shares present at the meeting and voted “abstain”) are counted for purposes of determining whether a quorum is present, and have no effect on the outcome of the matters voted upon. Broker non-votes occur when shares held by a broker for a beneficial owner are represented at the meeting but not voted on the particular proposal either because (i) the broker did not receive voting instructions from the beneficial owner or (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted for purposes of determining whether a quorum is present, and have no effect on the outcome of the matters voted upon, except with regards to Proposal 2, which is considered a routine proposal and is subject to the discretionary vote of the holder. Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote on the election of directors. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the meeting.

Recommendations of the Board of Directors on Each of the Proposals Scheduled to be Voted on at the Meeting

The Board of Directors recommends that you vote:

•

FOR the Class ~~III~~I director nominees named in this proxy statement (Proposal 1);

•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018~~2019 (Proposal 2); and

•

FOR the non-binding advisory vote on named executive officer compensation (Proposal 3);

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~~ONE YEAR~~ ~~for the non-binding advisory vote on the frequency of holding an advisory vote on named executive officer compensation (Proposal 4); and~~

~~FOR~~ ~~the amendments to our 2012 Equity Incentive Plan (Proposal 5).~~

Voting Instructions; Voting of Proxies

If you received a Notice of Internet Availability, please follow the instructions included on the notice on how to access your proxy card and vote by telephone or through the Internet.

If you are a stockholder of record, you may:

•

~~Vote in person~~ ~~— we will provide a ballot to stockholders who attend the meeting and wish to vote in person;~~

•

~~Vote through the Internet or by telephone~~ ~~— in order to do so, please follow the instructions shown on your Notice of Internet Availability or proxy card; or~~

•

~~Vote by mail~~ — if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the proxy card and return it as soon as possible before the meeting in the envelope provided.

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•

Vote in person — we will provide a ballot to stockholders who attend the meeting and wish to vote in person;

•

Vote through the Internet or by telephone — in order to do so, please follow the instructions shown on your Notice of Internet Availability or proxy card; or

•

Vote by mail — if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the proxy card and return it as soon as possible before the meeting in the envelope provided.

Votes submitted through the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on May ~~31, 2018.~~30, 2019. Submitting your proxy, whether by telephone, through the Internet or by mail if you request or received a paper proxy card, will not affect your right to vote in person should you decide to attend the meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares. You may either vote “FOR” or “AGAINST” or “ABSTAIN” from voting for each of the nominees to the Board of Directors. For Proposal 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. ~~For Proposal 4, you may vote “1 YEAR,” “2 YEARS” or “3 YEARS.” For Proposal 5, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting.~~ Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the meeting, your shares will be voted in accordance with the recommendations of our Board of Directors stated above.

If you receive more than one proxy card or Notice of Internet Availability, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on the Notice of Internet Availability on how to access each proxy card and vote each proxy card by telephone or through the Internet. If you requested or received paper proxy materials by mail, please complete, sign and return each proxy card to ensure that all of your shares are voted.

Expenses of Soliciting Proxies

The expenses of soliciting proxies will be paid by Vocera. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Our directors, officers, and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail, or otherwise. Following the original distribution and mailing of the solicitation materials, we will request brokers, custodians, nominees and other record holders to forward copies of those materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur.

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Revocability of Proxies

A stockholder who has given a proxy may revoke it at any time before the closing of the polls by the inspector of elections at the meeting by:

•

delivering to the Corporate Secretary (by any means, including facsimile) a written notice stating that the proxy is revoked;

•

signing and delivering a proxy bearing a later date;

•

voting again through the Internet or by telephone; or

•

attending and voting at the meeting (although attendance at the meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke or change any prior voting instructions.

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Electronic Access to the Proxy Materials

The Notice of Internet Availability will provide you with instructions regarding how to:

•

view our proxy materials for the meeting through the Internet;

•

instruct us to mail paper copies of our current or future proxy materials to you; and

•

instruct us to send our current or future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will reduce the impact of our annual meetings of stockholders on the environment and lower the costs of printing and distributing our proxy materials. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the meeting.

Annual Meeting Location

We will hold the meeting at our offices located at 525 Race Street, San Jose, CA 95126 on Friday, ~~June 1, 2018,~~May 31, 2019, at 10:00 a.m. (Pacific Time).

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CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management pursue our strategic objectives for the benefit of our stockholders. Our Governance and Nominating Committee periodically reviews our corporate governance practices and in 2016, based on discussions with our stockholders and recent developments in corporate governance, our Board of Directors amended our Restated Bylaws to adopt majority voting. This means that for a nominee to be elected to the Board in an uncontested election, the votes cast for such nominee’s election must exceed the votes cast against such nominee’s election.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, stock ownership guidelines, and other policies for the governance of the company. In connection with the amendment to the Restated Bylaws to adopt majority voting, our Board also approved a revision to the Corporate Governance Guidelines to require that a director nominee (or new appointee) tender his or her resignation in the event of an adverse vote, and, following the recommendation of the Governance and Nominating Committee, the Board shall act upon such resignation within 30 days following the stockholder vote. Our Corporate Governance Guidelines are available without charge on the investor relations section of our website atwww.vocera.com.

Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines as set forth in the Corporate Governance Guidelines. For our directors, with the exception of our Chief Executive Officer, not later than five years from the later of (i) July 30, 2012 or (ii) the date that an individual is initially elected as a director, such individual should beneficially own a number of shares of our common stock and vested equity awards with a value of not less than five times the then annual cash retainer for general board service paid by us to such director. For our Chief Executive Officer, not later than five years from the later of (i) July 30, 2012 or (ii) the date that the individual is hired or promoted to serve as our Chief Executive Officer, such individual should beneficially own a number of shares of our common stock and vested equity awards with a value of not less than six times the then annual base salary paid to such individual. We measure compliance with these stock ownership guidelines at the end of each fiscal year.

Recoupment Policy

In April 2018, our Board of Directors adopted a clawback provision that provides our Board with the authority to recoup past incentive compensation from an executive officer in the event of a material restatement of our company’s financial results due to fraud or intentional misconduct of that executive officer.

Board Leadership Structure

Our Board of Directors does not have a policy on whether the roles of the Chair of the Board of Directors and Chief Executive Officer should be separate. Our Governance and Nominating Committee periodically considers the Board’s leadership structure and makes recommendations to the Board on what it believes is appropriate. The Board currently believes that it should maintain flexibility in determining the Board leadership structure appropriate for the company.

Brent D. Lang currently serves as our President and Chief Executive Officer and ~~Robert J. Zollars currently serves~~ as ~~the~~ Chairman of our Board. Effective on the date Mr. Zollars’ term expires at the annual meeting, the Board has appointed Mr. Lang to serve as the Chairman of our Board, resulting in the positions of Chairman and Chief Executive Officer to be filled by the same person. Our Board of Directors believes that this Board leadership structure, coupled with a strong emphasis on Board independence and the role of the lead independent director, provides effective independent oversight of management while allowing the Board and management to benefit from Mr. Lang’s extensive executive leadership and operational experience and his experience and familiarity with our business, growth strategy and key issues. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience,

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oversight and expertise from outside of our company, while Mr. Lang brings

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company-specific experience and expertise. Our Board of Directors believes that Mr. Lang’s combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategic vision clearly and consistently to stockholders.

Lead Independent Director

Because ~~Mr. Zollars has previously served as an executive officer of our company, and~~ Mr. Lang is a current executive officer, ~~neither of them are~~he is not deemed independent for corporate governance purposes, and the Board has appointed Howard E. Janzen as Lead Independent Director. As Lead Independent Director, Mr. Janzen, among other responsibilities, attends and chairs most of the regularly scheduled meetings at which only our independent directors are present, serves as a liaison between the Chief Executive Officer and Chairman and the independent directors, and performs such additional duties as our Board of Directors may otherwise determine and delegate.

Risk Oversight

Our Board of Directors is primarily responsible for overseeing our risk management processes. Our Board exercises its risk oversight function both directly and indirectly through its various committees and reviews strategic and operational risks, including but not limited to cybersecurity risk, in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions. Our Board, as a whole, determines the appropriate level of risk for our company, assesses the specific risks that we face and reviews management’s strategies for adequately mitigating and managing the identified risks.

Our Audit Committee, Governance and Nominating Committee and Compensation Committee support our Board in discharging its risk oversight duties and address risks inherent in their respective areas. Our Audit Committee assists our Board in fulfilling its oversight responsibilities relating to the company’s financial accounting, reporting and controls, legal and regulatory compliance and oversees the accounting and financial reporting processes of the company, the audits of the company’s financial statements by the independent auditors and our internal audit function and monitors the periodic reviews of the adequacy of such processes and systems of internal control. Our Governance and Nominating Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and corporate governance. Our Compensation Committee assesses risks created by the incentives inherent in our compensation policies. See “Compensation Policies and Practices as they relate to Risk Management” under the Compensation Discussion and Analysis section elsewhere in this Proxy Statement for additional information. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our Board leadership structure supports this approach.

Director Independence

Our common stock is listed on the New York Stock Exchange. The listing rules of the New York Stock Exchange require that a majority of the members of our Board of Directors be independent. In ~~February 2018,~~2019, our Board of Directors confirmed that ~~a majority of the members of our Board of Directors are independent and that~~ all of our directors and director nominees are independent, except Brent D. ~~Lang and Robert J. Zollars.~~Lang. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, our Board of Directors determined each of Michael Burkland, John B. Grotting, Jeffrey H. Hillebrand, Howard E. Janzen, Alexa King, John N. McMullen, ~~and~~ Sharon L. O’Keefe, Ronald A. Paulus, Bharat Sundaram and Julie Iskow does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors or director nominees is “independent” as that term is defined under the rules of the New York Stock Exchange and the Securities and Exchange Commission. In making this determination, our Board of Directors considered the relationships that each director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including certain contracts for products or services in place between Vocera and entities affiliated with our directors.

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Committees of Our Board of Directors

Our Board of Directors has established an Audit Committee, a Compensation Committee and a Governance and Nominating Committee. The composition and responsibilities of each committee are described below. Copies of the charters for each committee are available without charge on the investor relations section of our website atwww.vocera.com. Members serve on these committees until their resignations or until otherwise determined by the Board of Directors.

Audit ~~Committee~~.Committee. Our Audit Committee is comprised of John N. McMullen, who is the chair of the Committee, Michael Burkland and Howard E. Janzen, each of whom, our Board of Directors has determined, meets the requirements for independence under the current New York Stock Exchange and SEC rules and regulations. Each member of our Audit Committee is financially literate. In addition, our Board of Directors has determined that Mr. McMullen is an Audit Committee financial expert within the meaning of Item 407(d) of Regulation S-K of the Securities Act.

All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm will be approved in advance by our Audit Committee. Our Audit Committee, among other things:

•

oversees the accounting and financial reporting processes of our company, the audits of our company’s financial statements by our company’s independent registered public accounting firm and our company’s internal audit function;

•

monitors the periodic reviews of the adequacy of the accounting and financial reporting processes and systems of internal control that are conducted by our company’s independent registered public accounting firm and our company’s financial and senior management, and internal audit function;

•

appoints our company’s independent registered public accounting firm, determines and approves the fees paid to our independent accounting firm and reviews and evaluates the qualifications, independence and performance of our independent accounting firm;

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reviews and evaluates the organization and performance of our company’s internal audit function;

•

facilitates communications among our company’s independent registered public accounting firm, financial and senior management, and internal audit function, and our Board of Directors; and

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assists our Board of Directors in oversight of our company’s compliance with legal and regulatory requirements.

Compensation ~~Committee~~.Committee. Our Compensation Committee is comprised of Jeffrey H. Hillebrand, who is the chair of the Committee, and John B. Grotting and Alexa King. Upon Mr. Hillebrand’s departure at the annual meeting, another member of our Board of Directors will be appointed to replace him as a member and chair of our Compensation Committee. Our Board of Directors has determined that each member of our Compensation Committee meets the requirements for independence under the current New York Stock Exchange rules, is a non-employee director within the meaning of Section 16 of the Exchange Act, and is an outside director within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee, among other things:

•

reviews and determines the compensation of our executive officers;

•

oversees our cash-based and equity-based compensation plans, policies and programs;

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reviews and makes recommendations to our Board with respect to non-employee director compensation; and

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reviews general plans, policies and programs relating to compensation and benefits of our employees.

Our executive compensation program is administered by our Compensation Committee. In determining the compensation of each of our named executive officers, other than our President and Chief Executive Officer, our Compensation Committee considers the performance evaluations and compensation

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development, sales, marketing, services and general and administrative functions. The market for skilled personnel in these areas is very competitive. Additionally, as we are headquartered in San Jose, CA, we face intense competition among large and small firms in the Silicon Valley market. Our compensation philosophy is

~~(1)~~

Adjusted EBITDA is a non-GAAP financial measure. Refer to the company’s current report on Form 8-K filed on February 8, 2018 for a reconciliation of this non-GAAP measure to its closest comparable GAAP measure.

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designed to establish and maintain a compensation program that attracts and rewards talented individuals who possess the skills necessary to support our near-term objectives, create long-term value for our stockholders, expand our business and assist in the achievement of our strategic goals.

Objectives

We have designed our executive compensation program to reward our executive officers, including our named executive officers, at a level consistent with our overall strategic and financial performance and to provide remuneration sufficient to attract, retain and motivate them to exert their best efforts in the highly competitive environment in which we operate. We believe in providing competitive compensation packages consisting of a combination of base salaries, annual cash bonuses, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period. We believe the approach that has been adopted by our Compensation Committee, with an emphasis on variable cash compensation and equity awards, enables us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executive officers with our performance and long-term value creation for our stockholders.

In ~~2017,~~2018, the Compensation Committee reviewed, and will continue to review, evaluate, and modify, our executive compensation program to support the company’s business strategies and align our compensation program with executive compensation best practices, market trends and the success of our business.

Stockholder Engagement

We believe in the importance of engaging with and listening to our stockholders. In recent years, we have proactively reached out to many of our largest stockholders to solicit their feedback on our executive compensation, corporate governance, or our disclosure ~~practices.~~practices, and in 2018, we engaged in extensive conversations with stockholders holding a majority of our outstanding shares regarding our new equity plan proposal. We expect to continue to engage in an open dialogue with our stockholders through a combination of email exchanges, conference calls and in-person meetings. We received valuable feedback from stockholders, as well as appreciation of our ongoing outreach efforts and acknowledgment of our increased engagement from stockholders, and we believe we have addressed many of the topics raised by our stockholders.

Key Features of our Executive Compensation Program

The Compensation Committee reviews on an ongoing basis our executive compensation and benefits programs to evaluate whether these programs support the company’s compensation philosophy and objectives, as described herein, and serve the interests of our stockholders. The company’s practices include the following, each of which the committee believes reinforces our executive compensation philosophy and objectives:


WHAT WE DO		WHAT WE DO NOT DO
þ	☑ Pay for Performance: We link pay to performance and stockholder interests by heavily weighting total compensation to long-term equity awards that align executive interests with our stockholders and encourage retention.	x	☒ No Single Trigger Acceleration: We do not provide for single trigger acceleration following a change of control.
þ	☑ Linkage Between Bonus and Performance Measures: Our cash bonus program allows our executives to earn a target cash bonus only if specified performance metrics are met.	x	☒ No Guaranteed Bonuses; Bonus Payout Caps: We do not provide guaranteed minimum bonus amounts, and maximum payout levels apply to all amounts payable under the executive bonus plans.

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WHAT WE DO

WHAT WE DO NOT DO

☑

Independent Compensation Advisor: The Compensation Committee selects and engages its own independent advisors.

☒

No Special Perquisites: We do not provide special perquisites for executives.

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~~WHAT WE DO~~		~~WHAT WE DO NOT DO~~
þ ☑ Thoughtful Peer Group Analysis: The Compensation Committee reviews external market data when making compensation decisions and annually reviews our peer groups with its independent compensation consultant.		x	☒ No Hedging in Company Securities: Executives, directors and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities.
þ	☑ Thorough Compensation Risk Assessment: The Compensation Committee conducts an annual assessment of our executive and broad-based compensation programs to ensure prudent risk management.		x	☒ No Discounted Options/SARs or Option Repricing: We do not provide discounted stock options or stock appreciation rights, and we do not reprice underwater stock options.
þ	☑ Compensation Committee Independence and Experience: The Compensation Committee is comprised solely of independent directors who have extensive experience.		x	☒ No Tax Gross-Ups: We do not provide tax gross-ups for “excess parachute payments.”
þ	☑ Stock Ownership Guidelines: Our non-executive directors are subject to stock ownership guidelines equal to a value of not less than 5five times the then annual cash retainer for general board service, and our chief executive officer is subject to stock ownership guidelines equal to a value of not less than 6six times his then annual base salary.		x	☒ No Service-Based Defined Benefit Pension Plan or Other Similar Benefits: We do not maintain a pension plan or provide other similar benefits.
þ	☑ Recoupment Policy: In April 2018, our Board of Directors adopted a clawback provision that provides our Board with the authority to recoup past incentive compensation (both cash and equity) paid to an executive officer in the event of a material restatement of our company’s financial results due to fraud or intentional misconduct of that executive officer.

Design

Our executive compensation program has been heavily weighted towards equity. The Compensation Committee believes that compensation in the form of equity helps to align the interests of our executive officers with the long-term interests of our stockholders by driving achievement of our strategic and financial goals. We use restricted stock units (“RSUs”) as our primary equity vehicle for our executive officers, including our named executive officers. We believe that RSU awards align the interests of executive officers with stockholders and provide a longer-term focus through a multi-year vesting schedule, while managing dilution to existing investors and providing greater predictability to our executive officers in the value of their compensation. To maintain a competitive compensation program, we also offer cash compensation in the form of base salaries and semi-annual cash bonuses tied to specific performance measures. We do not specifically target or benchmark our cash or equity compensation to align with those of our peer companies, but instead use the peer group information for general guidance. Further, when making compensation decisions for our executive officers, including our named executive officers, the Compensation Committee seeks to set both individual pay elements and target total direct compensation at competitive levels, using a balanced and flexible approach that is not restricted by adherence to specific percentile-based target levels. In other words, while competitive

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market data is an important reference in understanding general market practice, our actual compensation decisions reflect the Compensation Committee’s exercise of its business judgment after considering the following key factors:

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to the extent there are gaps to market in target pay positioning for cash compensation, alignment may occur over multiple years;

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the number of equity awards we grant will be subject to adjustment year-over-year to reflect dilution considerations, our retention objectives, company and individual performance, and other relevant factors; and

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actual pay opportunities and outcomes will vary among executive officers and relative to market based on company performance and our position relative to our peers based on financial and other relevant criteria.

The following charts illustrate the ~~2017~~2018 pay mix of our chief executive officer and the average pay mix of our other named executive officers. For purposes of the charts, the salary amounts include base salaries as well as one-time payout amounts for accrued paid time-off in connection with our conversion to a flexible time-off system. The annual cash incentive amounts include bonus and commission amounts earned in ~~2017~~2018 but paid in ~~2018.~~2019. The long term equity incentive amounts consist of the grant date fair value of the restricted stock units granted in ~~2017,~~2018, computed in accordance with FASB ASC Topic 718. The charts do not account for payments we make for health and life insurance benefits and 401(k) matching contributions that are generally available to our employees.

Chief Executive Officer
2018 Pay Mix

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Other Named Executive Officers
2018 Pay Mix

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During ~~2017,~~2018, our Compensation Committee, with the assistance of its compensation consultant, Compensia, reviewed our executive compensation, including base salaries, bonuses, equity awards, and benefit programs, to ensure that our compensation program promotes stockholder interests and provides appropriate rewards and incentives for our executive officers.

Our Compensation-Setting Process

Oversight of Executive Compensation

Pursuant to its charter and in accordance with New York Stock Exchange rules, the Compensation Committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing, benchmarking and maintaining our executive compensation policies and practices. Our Compensation Committee seeks input and receives recommendations from other members of our executive team when discussing the performance and compensation of other executive officers, and in determining the financial and accounting implications of our compensation programs and hiring decisions. The Compensation Committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs.

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Currently, our Compensation Committee is comprised solely of independent directors. For additional information on the Compensation Committee, see “Committees of Our Board of Directors — Compensation Committee” elsewhere in this proxy statement.

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The initial compensation arrangements with our named executive officers were the result of arm’s-length negotiations between us and each individual executive officer at the time of his or her hire or appointment. In ~~2017,~~2018, the Compensation Committee and our Board of Directors considered numerous factors in determining whether to make adjustments to the cash and equity compensation of our executive officers, including our named executive officers. The Compensation Committee and our Board of Directors reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product and competitive factors, as well as the succession planning objectives for our various executive officer positions. The Compensation Committee and our Board of Directors also reviewed a study by Compensia regarding the compensation of executives at companies in our compensation peer groups to provide context and general guidance. However, as noted above, we do not target or benchmark the compensation levels of our executive officers to align with any specific percentile relative to our peer companies. Except with respect to his own compensation, our chief executive officer made recommendations to the Compensation Committee regarding the compensation for our executive officers, which was also taken into account by the Compensation Committee in making its decisions regarding executive compensation. Our chief executive officer was not present for the discussions of our Board of Directors regarding his performance and compensation. Following deliberation, the Compensation Committee approved the cash compensation to be paid to our named executive officers and granted RSU awards to our named executive officers, each as described below and in the Summary Compensation Table.

Role of Human Resources Team

The role of our Human Resources team and management is to design our executive compensation programs, policies and governance and make recommendations to the Compensation Committee regarding these matters. Management is responsible for, among other things:

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Reviewing the effectiveness of our compensation programs, including competitiveness and alignment with our objectives;

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Recommending changes to compensation programs, as may be required, to ensure achievement of all program objectives;

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Recommending base salaries, bonuses and other awards for our executive officers, including our named executive officers other than the chief executive officer; and

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Reviewing and making recommendations with respect to the adoption and approval of, or amendments to, company-wide incentive compensation plans.

Role of the Compensation Consultant

The Compensation Committee retained Compensia, Inc., an outside compensation expert, to advise on our ~~2017~~2018 executive compensation programs and practices and our executive compensation decisions given Compensia’s expertise in the technology industry and its knowledge of our peer companies. During ~~2017,~~2018, Compensia provided the following services as requested by the Compensation Committee:

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Assisted in the development of the compensation peer groups we used to understand market competitive compensation practices;

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Reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers (including an equity retention analysis), including our named executive officers, and also for members of our Board of Directors;

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Reviewed and assessed our current compensation programs to determine any changes that may need to be implemented in order to remain competitive with the market, as well as conducting an equity burn rate and overhang analysis; and

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Advised on regulatory developments relating to executive ~~compensation and conducted a risk assessment relating to employee~~ compensation.

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All other analyses related to executive compensation for ~~2017~~2018 were conducted internally. Internal analyses included gathering and analyzing data, conducting a risk assessment relating to employee compensation and reviewing and advising on principal aspects of executive compensation. Base salaries, bonuses and equity awards for our executive officers were among the items reviewed based on market data provided by Compensia.

During ~~2017,~~2018, the Compensation Committee reviewed the fees provided to Compensia relative to Compensia’s revenues, the services provided by Compensia to the Compensation Committee, the relationships between Compensia and its consultants and our executive officers, and other factors relating to Compensia’s independence, and concluded that Compensia is independent within the meaning of the listing standards of The New York Stock Exchange and that its engagement did not present any conflict of interest.

Compensation Peer Group

The Compensation Committee analyzes competitive market data on executive compensation levels and practices. This data is drawn from a select group of peer companies, as well as compensation survey data. Our Compensation Committee engaged Compensia, who provided an analysis of executive pay, including equity compensation, and an evaluation of the type of equity instruments being awarded.

The Compensation Committee, with the assistance of Compensia, developed a group of peer companies, as detailed below, to be used as a reference for market positioning and for assessing competitive market compensation practices. In developing this peer group, consideration was given to our industry sector, geographies of the locations where our executives are based, company size (based on revenues and market capitalization) relative to our size and growth rate, and the comparability of business model and focus.

Following this review, Compensia recommended and the Compensation Committee approved use of a peer group of 16 publicly-traded companies for ~~2017:~~

2018:


AppFolio, Inc.*		HealthStream, Inc.
~~BroadSoft, Inc.~~	Apptio Inc.*		LivePerson Inc.
	Carbonite, Inc.		MINDBODY, Inc.
	Castlight Health, Inc.		MobileIron, Inc.
	Computer Programs and Systems, Inc.		Model N, Inc.
	Control4 Corporation		Omnicell, Inc
	Evolent Health, Inc.		Rapid7, Inc.*
	Five9, Inc.	Xactly Corporation*	Workiva Inc.*

~~Added to the compensation peer group for 2017~~

Added to the compensation peer group for 2018

These companies had revenues for the most recently completed four quarters ranging from approximately ~~$95~~$131 million to ~~$693~~$716 million, with a median of approximately ~~$185~~$204 million, and market capitalizations ranging from approximately ~~$292~~$410 million to ~~$1,398~~$1,817 million, with a median of approximately ~~$586~~$952 million.

In addition, we deleted the following companies from our ~~2017~~2018 peer group as they did not meet one or more of the criteria discussed above or were otherwise not considered to be a good fit based on geography or business:


~~DTS,~~BroadSoft, Inc.		~~Marin Software Incorporated~~
~~Imprivata, Inc.~~	Xactly Corporation	~~Zix Corporation~~

This peer group was used by the Compensation Committee in connection with its annual review of our executive compensation program in April ~~2017.~~2018. Specifically, the Compensation Committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data, to develop an objective, independent representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluated how our pay practices and the compensation levels of our executive officers compared to the competitive market.

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Elements of Our Executive Compensation Program

The key elements of our executive compensation program include base salary, semi-annual cash bonuses, equity-based awards, and health and welfare programs. Except with respect to target semi-annual cash bonuses, which typically are expressed as a pre-determined percentage of each executive officer’s base salary, we do not use specific formulas or weightings in determining the allocation of the various pay elements. Rather, each executive officer’s compensation has been designed to provide a combination of pay elements that are tied to achievement of our short-term and long-term financial and operational objectives. In particular, our use of RSU awards, which generally vest over three years, promotes a culture of long-term value creation, while cash bonuses are payable based upon semi-annual performance.

In ~~2017,~~2018, the Compensation Committee conducted its regular annual review of our executive compensation program, including an evaluation of competitive market practices; conducted annual performance reviews for our executive officers; made adjustments to our executive officers’ base salaries and target annual bonus opportunities as needed; and made annual equity awards after taking account of any then currently unvested equity held by executive officers. Following deliberation and consideration of the factors discussed below, our Board of Directors and Compensation Committee determined that equity awards should continue to be a significant portion of executive compensation, and that cash compensation (including base salary and bonuses) should remain consistent with market norms at or above the 50^th percentile.

Base Salary

We offer base salaries that are intended to provide a stable level of fixed compensation to our executive officers, including our named executive officers, for performance of their day-to-day responsibilities. Each named executive officer’s base salary was established as the result of arm’s-length negotiation with the individual at the time of his or her initial hiring or appointment. Base salaries for our executive officers are reviewed annually to determine whether an adjustment is warranted or required, taking into account the responsibilities required by the executive’s position, the executive’s length of service in a position and at our company, and the amount of other elements of compensation. The amount of any increase or decrease in base salary is considered based on the above-mentioned factors, as well as the company’s financial performance and, in the discretion of the Compensation Committee, the compensation paid by our competitors and/or other comparable-sized companies.

For ~~2017,~~2018, the Compensation Committee reviewed the base salaries of our named executive officers, after considering a compensation analysis performed by Compensia. The base salaries paid to our named executive officers for ~~2017~~2018 are set forth in the Summary Compensation Table below.

Annual Cash Bonuses

In addition to the payment of salaries that it believes are competitive and assist in the retention of our executive officers, our Compensation Committee believes that a significant portion of our executive officers’ cash compensation should be tied to corporate performance. Our cash bonus program, payments under which are included as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table below, allows our executives to earn a target cash bonus if specified metrics are satisfied at the target level, to earn a reduced level of bonus if the metrics achieved are below the target level but above a specified threshold level, and to receive a larger bonus if metrics are achieved at a level above the target. The target bonus is set as a percentage of each officer’s base salary:

Name	Target Bonus (as% of Base Salary)		Target Bonus Amount ($)
Brent D. Lang		100%		500,000
Justin R. Spencer		60%		212,400
Paul T. Johnson		36%		127,440
M. Bridget Duffy		25%		85,250
Douglas A. Carlen		40%		115,600

Name Target Bonus (as % of Base Salary) Target Bonus Amount
($)
Brent D. Lang 100 % 412,000
Justin R. Spencer 60 % 204,000
Paul T. Johnson 36 % 122,400
M. Bridget Duffy 25 % 82,000
Douglas A. Carlen 40 % 111,200

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For ~~2017,~~2018, the payment of cash bonuses was based on the achievement of a revenue target, with the bonus calculation being further conditioned on achievement of an adjusted EBITDA threshold. This structure is based on our Compensation Committee and Board decision that the most important factor in increasing stockholder value in ~~2017~~2018 was growth of our revenue. The Compensation Committee further determined that the inclusion of an earnings metric, such as the adjusted EBITDA threshold, would help to ensure that revenue growth was sought in a fiscally prudent manner. These revenue and adjusted EBITDA measures are provided below and were established by the Compensation Committee based on the corresponding amounts in the annual financial plan approved by the Board of Directors. Executives were eligible to receive the bonuses in two payments, based on company performance against the targets in the first and second half of the year. Additionally, the cash bonus amounts are capped at 75% of target if adjusted EBITDA fell below the threshold levels for each half of the year.

	H1 Target			H1 Threshold			H1 Actual			Attainment		H2 Target			H2 Threshold			H2 Actual			Attainment
Revenue		$	83.6 million	—				$	82.9 million		99.2%		$	99.2 million	—				$	96.7 million	97.5%
Adjusted EBITDA	—				($	1.8 million)		$	5.2 million		Met	—				$	9.5 million		$	15.9 million	Met

H1
Target H1
Threshold H1
Actual Attainment H2
Target H2
Threshold H2
Actual Attainment
Revenue $73.7
million — $74.7
million 101.5% $87.4
million — $87.8
million 100.5%
Adjusted EBITDA — ($5.3
million) ($0.5
million) Met — $6.5
million $13.6
million Met

The following table presents the aggregate annual bonus that could be earned by each named executive officer if the metrics were achieved at the minimum threshold level, the target level and the maximum payout level, based upon achievement of 90%, 100% and 110%, respectively, of the company’s revenue targets for the relevant performance period, as well as the actual bonus amounts that were paid for ~~2017.~~

2018.

Name	Cash Bonus at Minimum Threshold ($)		Cash Bonus at Target ($)		Cash Maximum Bonus ($)		Cash Actual Bonus ($)
Brent D. Lang		100,000		500,000		1,000,000		433,546
Justin R. Spencer		42,480		212,400		424,800		184,170
Paul T. Johnson(1)		25,488		127,440		254,880		110,502
M. Bridget Duffy(2)		17,050		85,250		170,500		73,920
Douglas A. Carlen		23,120		115,600		231,200		100,236

Name Cash Bonus at Minimum Threshold
($) Cash Bonus
at Target
($) Cash
Maximum
Bonus
($) Cash Actual
Bonus
($)
Brent D. Lang 82,400 412,000 824,000 453,211
Justin R. Spencer 40,800 204,000 408,000 224,405
Paul T. Johnson⁽¹⁾ 24,480 122,400 244,800 134,643
M. Bridget Duffy⁽²⁾ 16,400 82,000 164,000 90,202
Douglas A. Carlen 22,240 111,200 222,400 122,323

~~(1)~~

~~Mr. Johnson is also compensated through a performance-based commission plan. Under that plan, his 2017 target commission was $90,000 and his actual commission was $89,026.~~

~~(2)~~

~~Ms. Duffy is also compensated through a performance-based commission plan. Under that plan, her 2017 target commission was $80,000 and her actual commission was $79,141.~~

(1)

Mr. Johnson is also compensated through a performance-based commission plan. Under that plan, his 2018 target commission was $81,600 and his actual commission was $81,902.

(2)

Ms. Duffy is also compensated through a performance-based commission plan. Under that plan, her 2018 target commission was $80,000 and her actual commission was $72,802.

In addition to the foregoing bonus payments, each of Mr. Spencer and Mr. Carlen was awarded a one-time bonus amount of $5,000 in connection with their work related to the convertible debt offering.

Equity-Based Awards

The majority of the target total direct compensation of our executive officers, including our named executive officers, is provided through equity awards. By having a significant percentage of our executive officers’ target total direct compensation payable in the form of equity that vests over a number of years and, thus, subject to higher risk and longer vesting than cash compensation, our executive officers are motivated to focus on long-term performance. This approach also helps retain key employees because the restricted stock units we have granted are not fully vested for a specified period, and unvested awards are forfeited by the employee when employment ends. We have received feedback from some of our stockholders indicating a preference for performance-based equity awards. Our Compensation Committee considered this feedback, but ultimately determined that time-based equity awards were better aligned with the interests of our ~~stockholders.~~stockholders at this time. Our Compensation Committee will continue to review elements of the executive compensation program to best align the interests of our employees and stockholders to maximize the value of our common stock.

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We make annual equity grants to our executive officers in order to align their interests with those of our stockholders and to ensure appropriate incentives are in place to promote a focus on our long-term strategic and financial objectives. The sizes of these awards were not determined based on a specific formula, but rather through the exercise of the collective judgment of the Compensation Committee and after considering the following factors:

•

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each executive officer’s individual performance, including financial, operational, customer, strategic, product and competitive factors;

•

the appropriate level of compensation for the position;

•

the need to hire or retain an individual in a particular position and the perceived retentive value of the proposed awards;

•

the size and vesting schedule of outstanding and unvested equity awards;

•

the level of each executive officer’s target total cash compensation (base salary plus target annual cash bonus opportunity); and

•

the recommendations of the chief executive officer (except with respect to his award).

For the chief executive officer, executive leadership factors were also considered. In addition, the Compensation Committee reviews and considers the equity awards granted to the executives at the companies in the compensation peer groups, although it does not specifically target or benchmark to those companies.

The restricted stock unit awards granted to our named executive officers in ~~2017~~2018 were as follows:

Named Executive Officer	Number of Shares Subject to RSU Award(1) (#)		Grant Date Fair Value of RSU Award(2) ($)
Brent D. Lang		115,874		$	3,072,978
Justin R. Spencer		38,624			1,024,308
Paul T. Johnson		38,624			1,024,308
M. Bridget Duffy		28,968			768,231
Douglas A. Carlen		28,968			768,231

Named Executive Officer Number of Shares Subject to RSU Award⁽¹⁾
(#) Grant Date
Fair Value of RSU Award⁽²⁾
($)
Brent D. Lang 97,885 $ 2,637,022
Justin R. Spencer 33,281 896,590
Paul T. Johnson 33,281 896,590
M. Bridget Duffy 23,492 632,874
Douglas A. Carlen 23,492 632,874

~~(1)~~

~~The RSU awards vest in three equal annual installments with the first installment vesting on June 1, 2018.~~

~~(2)~~

The amounts reported represent the grant date fair value of the RSU awards without regards to forfeitures as computed in accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that may ultimately be realized by the named executive officers.

(1)

The RSU awards vest in three equal annual installments with the first installment vesting on June 1, 2019.

(2)

The Compensation Committee reviewed the size and vesting schedule for the remaining unvested portion of all outstanding equity awards held by our executive officers, including our named executive officers, and agreed that the existing equity awards, together with the ~~2017~~2018 equity grants, appropriately satisfied our motivation and retention goals for each individual.

Benefits Programs

Our employee benefit programs, including our 401(k) plan, employee stock purchase plan, and health and welfare programs, including health savings accounts and flexible spending arrangements, are designed to provide a competitive level of benefits to our employees generally, including our executive officers and their families. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our executive officers are eligible to participate in the same employee benefit plans and programs, and on the same terms and conditions, as all other U.S. full-time employees.

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Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites to our executive team. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive team more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by the Compensation Committee.

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Post-Employment Compensation

Certain of our executive officers have post-employment compensation arrangements, which provide for severance payments and benefits in the event of a termination of employment under certain conditions, including following a change of control of the company. The Compensation Committee determined that these arrangements were both competitively reasonable and necessary to recruit and retain key executives. The material terms of these post-employment payments to named executive officers are set forth in “Employment, Severance and Change of Control Agreements” below. We do not provide for single trigger acceleration following a change of control and do not provide tax gross-ups for “excess parachute payments.”

Other Compensation Policies and Practices

Executive Officer Recoupment Policy

Equity Administration Committee

Our Compensation Committee provides that the Equity Administration Committee, consisting of the chief executive officer, the chief financial officer and the general counsel, may make equity awards to non-executive employees within prescribed limits. Generally, equity awards will be effective on the 1^st market day of the month following approval by the Equity Administration Committee, unless otherwise approved by counsel. While we do not generally grant stock options at this time, the exercise price of all stock options must be equal to or greater than the fair market value of our common stock, as defined in the 2012 Equity Incentive Plan, on the date of grant.

Derivatives Trading and Hedging Policy

Our Policy Prohibiting Insider Trading prohibits the trading of derivatives or the hedging of our equity securities by our employees, including our executive officers and members of our Board of Directors.

Stock Ownership Guidelines

We maintain stock ownership guidelines that require our chief executive officer, as well as our non-executive directors, to maintain a specified level of stock ownership. For information on our stock ownership guidelines, see “Corporate Governance Standards and Director Independence — Stock Ownership Guidelines” elsewhere in this proxy statement.

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Compensation Policies and Practices as they relate to Risk Management

The Compensation Committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the Compensation Committee’s determination include the following:

•

We structure our compensation program to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. The variable (cash bonus and equity) components of our compensation programs are designed to reward both short-term and long-term company performance, which we believe discourages employees from taking actions that focus only on our short-term success and helps align our employees with our stockholders and on our longer-term success. Our restricted stock units have time-based vesting.

•

We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers.

•

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While we generally do not cap the cash incentive award for our Sales Compensation Plan to ~~provide maximum~~maximize the incentive for our sales force to meet and exceed their revenue objectives, we do maintain internal controls over the determination of sales incentive awards which we believe help prevent problematic behaviors.

•

Our employees are required to comply with our Employee Code of Conduct and Ethics, which covers, among other things, accuracy in keeping financial and business records.

•

The Compensation Committee approves the employee annual and new hire equity award guidelines as well as the overall annual equity pool. Any recommended equity awards outside these guidelines require approval by the Compensation Committee. We believe that this helps ensure we grant equity compensation appropriately and in a sustainable manner.

•

A significant portion of the compensation paid to our executive officers and the members of our Board of Directors is in the form of restricted stock units to align their interests with the interests of stockholders.

•

We maintain Stock Ownership Guidelines for our chief executive officer and the members of the Board of Directors to ensure that they retain specified levels of equity in the company.

•

As part of our Policy Prohibiting Insider Trading, we prohibit the trading of derivatives or hedging transactions involving our securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (Code), limits the amount that we may deduct from our federal income taxes for remuneration paid to our named executive officers (other than our CFO) to $1 million dollars per executive officer per year. “Grandfather” provisions of the Code provide exceptions from this deduction limitation and may apply to certain compensation arrangements, including certain grants of stock options and certain restricted stock units, that were entered into before the Company was publicly traded and through November 2, 2017. However, because of the lack of formal guidance under the “grandfather provisions,” we cannot guarantee that any compensation arrangements intended to qualify for exemption under Section 162(m) will actually receive this treatment.

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No Tax Reimbursement of Parachute Payments and Deferred Compensation

We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during ~~2017,~~2018, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement.

Accounting Treatment

We account for stock compensation in accordance with the authoritative guidance set forth in FASB ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options, restricted stock unit awards and shares acquired through our Employee Stock Purchase Plan (“ESPP”), over the period during which the award recipient is required to perform services in exchange for the award (for executive officers, generally the three-year or four-year vesting period of the award). We estimate the fair value of stock options and shares acquired through our ESPP using the Black-Scholes option pricing model. This calculation is performed for accounting purposes and reported in the compensation tables included in this proxy statement.

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REPORT OF THE COMPENSATION COMMITTEE

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management and, based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in our Annual Report on Form 10-K for fiscal year ~~2017~~2018 and included in this proxy statement.

Submitted by the Compensation Committee

Jeffrey H. Hillebrand, Chair
John B. Grotting
Alexa King

01 - Michael Burkland 02 - Brent D. Lang 03 - Bharat SundaramFor Against Abstain For Against Abstain For Against Abstain3 2 B MUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.031LAB++Proposals — The Board of Directors recommend a vote FOR A

VOCERA COMMUNICATIONS, INC.
2012 EQUITY INCENTIVE PLAN
(amended April 5, 2018)

1.~~PURPOSE. The purpose~~ all the nominees listed and FOR Proposals 2 and 3.2. Proposal to ratify appointment of Deloitte & Touche LLP as ourindependent registered public accounting firm for the fiscalyear ending December 31, 2019.3. Advisory vote on named executive officer compensation.1. Election of Directors:For Against AbstainPlease sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please givefull title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q2019 Annual Meeting Proxy CardFor Against AbstainYou may vote online or by phone instead of mailing this ~~Plan is~~card.OnlineGo to ~~provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to~~www.envisionreports.com/VCRA orscan the ~~success of the Company, and any Parents and Subsidiaries that exist now or~~QR code — login details arelocated in the ~~future, by offering them an opportunity~~shaded bar below.Save paper, time and money!Sign up for electronic delivery atenvisionreports.com/VCRAPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaVotes submitted electronically must be receivedby 11:59 p.m. (Eastern) on May 30, 2019.Your vote matters – here’s how to ~~participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined in Section 28.~~

2.~~SHARES SUBJECT TO THE PLAN~~.

~~2.1~~

~~Number of Shares Available~~. Subject to Sections 2.5 and 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of this Plan by the Board, consists of (i) 2,854,371 Shares, (ii) shares that are subject to stock options granted under the Company’s 2000 Stock Option Plan (the “~~2000 Plan~~~~”) and the 2006 Stock Option Plan (the “~~~~2006 Plan~~~~”) (the 2000 Plan and the 2006 Plan together, the “~~~~Prior Plans~~”), that cease to be subject to such stock options after the Effective Date, (iii) shares issued under the Prior Plans before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited and (iv) shares issued under the Prior Plans that are repurchased by the Company at or below the original issue price.

~~2.2~~

~~Lapsed, Returned Awards~~. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to satisfy the tax withholding obligations related to an RSU will become available for future grant or sale under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Option or SAR will not become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof.

~~2.3~~

~~Minimum Share Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Awards granted under this Plan.~~

~~2.4~~

~~Limitations. No more than One Hundred Million (100,000,000) Shares shall be issued pursuant to the exercise of ISOs.~~

~~2.5~~

~~Adjustment of Shares~~. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares subject to other outstanding Awards, (d) the maximum number of shares that may be issued as ISOs set forth in Section 2.5, and (e) the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3, shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

vote!

Small steps make an impact.Help the environment by consenting to ~~Employees. All other Awards may be granted to Employees, Consultants,~~receive electronicdelivery, sign up at www.envisionreports.com/VCRANotice of 2019 Annual Meeting of StockholdersProxy Solicited by Board of Directors for Annual Meeting — May 31, 2019 at 10:00 a.m. (Pacific Time)Brent D. Lang, Justin R. Spencer and ~~Non-Employee Directors of the Company~~Douglas A. Carlen, or any ~~Parent or Subsidiary~~ of ~~the Company;provided~~ ~~such Consultants, Directors and Non-Employee Directors render bona fide services not in connection~~them, each with the offer and sale of securities in a capital-raising transaction. No Participant will be eligible to receive more than One Million (1,000,000) Shares in any calendar year under this Plan pursuant to the grant of Awards except that new Employees of the Company or a Parent or Subsidiary of the Company (including new Employees who are also officers and directors of the Company or any Parent or Subsidiary of the Company) are eligible to receive up to a maximum of Two Million (2,000,000) Shares in the calendar year in which they commence their employment.

4.~~ADMINISTRATION~~.

~~4.1~~

~~Committee Composition; Authority~~. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan, except, however, the Board shall establish the terms for the grant of an Award to Non-Employee Directors. The Committee will have the authority to:

~~(a)~~

~~construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;~~

~~(b)~~

~~prescribe, amend and rescind rules and regulations relating to this Plan or any Award;~~

~~(c)~~

~~select persons to receive Awards;~~

~~(d)~~

determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;

~~(e)~~

~~determine the number of Shares or other consideration subject to Awards;~~

~~(f)~~

~~determine the Fair Market Value in good faith, if necessary;~~

~~(g)~~

determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;

~~(h)~~

~~grant waivers of Plan or Award conditions;~~

~~(i)~~

~~determine the vesting, exercisability and payment of Awards;~~

~~(j)~~

~~correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;~~

~~(k)~~

~~determine whether an Award has been earned;~~

~~(l)~~

~~determine the terms and conditions of any, and to institute any Exchange Program;~~

~~(m)~~

~~reduce or waive any criteria with respect to Performance Factors;~~

~~(n)~~

adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships; and

~~(o)~~

~~make all other determinations necessary or advisable for the administration of this Plan.~~

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~~4.2~~

~~Committee Interpretation and Discretion~~. Any determination made by the Committee with respect to any Award shall be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and the Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution shall be final and binding on the Company and the Participant.

~~4.3~~

~~Section 16 of the Exchange Act~~. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).

~~4.4~~

~~Documentation~~. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.

5.~~OPTIONS. The Committee may grant Options to Participants and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“~~~~ISOs~~~~”) or Nonqualified Stock Options (“~~~~NQSOs~~”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following:

~~5.1~~

~~Option Grant~~. Each Option granted under this Plan will identify the Option as an ISO or an NQSO. An Option may be, but need not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each Option; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals and other criteria.

~~5.2~~

~~Date of Grant~~. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.

~~5.3~~

~~Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing such Option;provided~~,~~however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; andprovided further~~ that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company (“~~Ten Percent Stockholder~~”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

~~5.4~~

~~Exercise Price~~. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (i) the Exercise Price of an ISO will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 11 and the Award Agreement and in accordance with any procedures established by the Company. The Exercise Price of a NQSO may not be less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

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~~5.5~~

~~Method of Exercise~~. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.5 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

~~5.6~~

~~Termination. The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award Agreement):~~

~~(a)~~

If the Participant is Terminated for any reason except for Cause or the Participant’s death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the Termination Date no later than three (3) months after the Termination Date (or such shorter time period or longer time period not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be the exercise of an NQSO), but in any event no later than the expiration date of the Options.

~~(b)~~

If the Participant is Terminated because of the Participant’s death (or the Participant dies within three (3) months after a Termination other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the Termination Date (or such shorter time period not less than six (6) months or longer time period not exceeding five (5) years as may be determined by the Committee), but in any event no later than the expiration date of the Options.

~~(c)~~

If the Participant is Terminated because of the Participant’s Disability, then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the Termination Date (with any exercise beyond (a) three (3) months after the Termination Date when the Termination is for a Disability that~~is not~~ ~~a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after the Termination Date when the Termination is for a Disability that~~is ~~a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NQSO), but in any event no later than the expiration date of the Options.~~

~~(d)~~

If the Participant is terminated for Cause, then Participant’s Options shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee, but in any no event later than the expiration date of the Options. Unless otherwise provided in the Award Agreement, Cause will have the meaning set forth in the Plan.

~~5.7~~

~~Limitations on Exercise~~. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.

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~~5.8~~

~~Limitations on ISOs~~. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds One Hundred Thousand Dollars ($100,000), such Options will be treated as NQSOs. For purposes of this Section 5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

~~5.9~~

~~Modification, Extension or Renewal~~. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Except as permitted by Section 18 of the Plan with respect to required stockholder approval, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants;~~provided~~,~~however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.~~

~~5.10~~

~~No Disqualification~~. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.

6.~~RESTRICTED STOCK AWARDS~~.

~~6.1~~

~~Awards of Restricted Stock. A Restricted Stock Award is an offer by the Company to sell to a Participant Shares that are subject to restrictions (“~~~~Restricted Stock~~”). The Committee will determine to whom an offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan.

~~6.2~~

~~Restricted Stock Purchase Agreement~~. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless the Committee determines otherwise.

~~6.3~~

~~Purchase Price~~. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11 of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.

~~6.4~~

~~Terms of Restricted Stock Awards~~. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other

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criteria. The Committee may adjust the performance goals to account for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.

~~6.5~~

~~Termination of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee).~~

7.~~STOCK BONUS AWARDS~~.

~~7.1~~

~~Awards of Stock Bonuses~~. A Stock Bonus Award is an award to an eligible person of Shares for services to be rendered or for past services already rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards shall be made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.

~~7.2~~

~~Terms of Stock Bonus Awards~~. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.

~~7.3~~

~~Form of Payment to Participant~~. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.

~~7.4~~

~~Termination of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee).~~

8.~~STOCK APPRECIATION RIGHTS~~.

~~8.1~~

~~Awards of SARs. A Stock Appreciation Right (“~~~~SAR~~”) is an award to a Participant that may be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant to an Award Agreement.

~~8.2~~

~~Terms of SARs~~. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant’s Termination on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and

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(y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.

~~8.3~~

~~Exercise Period and Expiration Date~~. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.

~~8.4~~

~~Form of Settlement~~. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.

~~8.5~~

9.~~RESTRICTED STOCK UNITS~~.

~~9.1~~

~~Awards of Restricted Stock Units. A Restricted Stock Unit (“~~~~RSU~~”) is an award to a Participant covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSUs shall be made pursuant to an Award Agreement.

~~9.2~~

~~Terms of RSUs~~. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU; (b) the time or times during which the RSU may be settled; (c) the consideration to be distributed on settlement; and (d) the effect of the Participant’s Termination on each RSU. An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria. The Committee may adjust the performance goals to account for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.

~~9.3~~

~~Form and Timing of Settlement~~. Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination of both. The

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Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.

~~9.4~~

~~10.~~~~PERFORMANCE AWARDS~~.

~~10.1~~

~~Performance Awards. A Performance Award is an award to a Participant of a cash bonus or a Performance Share bonus. Grants of Performance Awards shall be made pursuant to an Award Agreement.~~

~~10.2~~

~~Terms of Performance Awards~~. The Committee will determine, and each Award Agreement shall set forth, the terms of each award of Performance Award including, without limitation: (a) the amount of any cash bonus; (b) the number of Shares deemed subject to a Performance Share bonus; (c) the Performance Factors and Performance Period that shall determine the time and extent to which each Performance Award shall be settled; (d) the consideration to be distributed on settlement; and (e) the effect of the Participant’s Termination on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature, length and starting date of any Performance Period; and (y) select from among the Performance Factors to be used. Prior to settlement the Committee shall determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria.

~~10.3~~

~~Value, Earning and Timing of Performance Shares~~. Any Performance Share bonus will have an initial value equal to the Fair Market Value of a Share on the date of grant. After the applicable Performance Period has ended, the holder of a Performance Share bonus will be entitled to receive a payout of the number of Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Factors or other vesting provisions have been achieved. The Committee, in its sole discretion, may pay an earned Performance Share bonus in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Shares at the close of the applicable Performance Period) or in a combination thereof. Performance Share bonuses may also be settled in Restricted Stock. The Committee may adjust the performance goals to account for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.

~~10.4~~

~~11.~~~~PAYMENT FOR SHARE PURCHASES~~.

Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement):

~~(a)~~

~~by cancellation of indebtedness of the Company to the Participant;~~

~~(b)~~

by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Award will be exercised or settled;

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~~(c)~~

~~by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary of the Company;~~

~~(d)~~

~~by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company in connection with the Plan;~~

~~(e)~~

~~by any combination of the foregoing; or~~

~~(f)~~

~~by any other method of payment as is permitted by applicable law.~~

~~12.~~~~GRANTS TO NON-EMPLOYEE DIRECTORS~~.

~~12.1~~

~~Types of Awards~~. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined in the discretion of the Board.

~~12.2~~

~~Eligibility~~. Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 12. No Non-Employee Director may receive Awards under the Plan that, exceeds (x) $400,000 in value (as described below) in a calendar year for continuing directors, or (y) $600,000 in value (as described below) in the initial calendar year for a new Non-Employee Director. The value of Awards for purposes of complying with this maximum shall be determined as follows: (a) for Options and SARs, grant date fair value will be calculated using the Black-Scholes valuation methodology on the date of grant of such Option or SAR and (b) for all other Awards other than Options and SARs, grant date fair value will be determined by either (i) calculating the product of the Fair Market Value per Share on the date of grant or (ii) calculating the product using an average of the Fair Market Value over a number of trading days. Awards granted to an individual while he or she was serving in the capacity as an Employee or while he or she was a Consultant but not a Non-Employee Director will not count for purposes of the limitations set forth in this Section 12.2.

~~12.3~~

~~Vesting, Exercisability and Settlement~~. Except as set forth in Section 21, Awards shall vest, become exercisable and be settled as determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors shall not be less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.

~~13.~~~~WITHHOLDING TAXES~~.

~~13.1~~

~~Withholding Generally~~. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company, or to the Parent or Subsidiary employing the Participant, an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other tax liability legally due from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other tax liability legally due from the Participant.

~~13.2~~

~~Stock Withholding~~. The Committee, in its sole discretion and pursuant to such procedure as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such tax withholding obligation or any other tax liability legally due from the Participant, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount determined to be withheld, which may each be calculated by considering applicable statutory withholding rates or other applicable withholding rates, including up to the maximum permissible statutory tax rate for the applicable tax jurisdiction, to the extent consistent with applicable laws. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

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~~14.~~~~TRANSFERABILITY~~.

~~14.1~~

~~Transfer Generally~~. Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate.

~~14.2~~

~~Award Transfer Program~~. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14.2 and shall have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including (but not limited to) the authority to (i) amend (including to extend) the expiration date, post-termination exercise period and/or forfeiture conditions of any such Award, (ii) amend or remove any provisions of the Award relating to the Award holder’s continued service to the Company, (iii) amend the permissible payment methods with respect to the exercise or purchase of any such Award, (iv) amend the adjustments to be implemented in the event of changes in the capitalization and other similar events with respect to such Award, and (v) make such other changes to the terms of such Award as the Committee deems necessary or appropriate in its sole discretion.

~~15.~~~~PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES~~.

~~15.1~~

~~Voting and Dividends~~. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant, except for any dividends or Dividend Equivalent Rights permitted by an applicable Award Agreement; provided, that no dividends or Dividend Equivalent Right shall be paid with respect to the any Unvested Shares, and such dividends or stock distributions shall be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares. Any dividends or Dividend Equivalent Rights shall be subject to the same vesting or performance conditions as the underlying Award. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares. If such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock.

~~15.2~~

~~Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase (a “~~~~Right of Repurchase~~”) a portion of any or all Unvested Shares held by a Participant following such Participant’s Termination at any time within ninety (90) days after the later of the Participant’s Termination Date and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.

~~16.~~~~CERTIFICATES~~. All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject.

~~17.~~~~ESCROW; PLEDGE OF SHARES~~. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for

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the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note;~~provided~~,~~however~~, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.

~~18.~~~~REPRICING; EXCHANGE AND BUYOUT OF AWARDS~~. The repricing of Options or SARs is not permitted without prior stockholder approval. Repricing is defined as (i) amending the terms of outstanding Options or SARs to reduce the exercise price, substituting or exchanging outstanding Options or SARs with or for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs or (ii) buying out or exchanging Options or SARs with an exercise price that is above the then-current fair market value of the Shares for cash or other Awards (unless the exchange is in connection with a merger, acquisition or other transaction.) The Committee may, at any time or from time to time authorize the Company, in the case of an Option or SAR exchange with stockholder approval, and with consent of the respective Participants (unless not required pursuant to Section 5.9 of the Plan), to pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.

~~19.~~~~SECURITIES LAW AND OTHER REGULATORY COMPLIANCE~~. An Award will not be effective unless such Award is in compliance with all applicable U.S. federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

~~20.~~~~NO OBLIGATION TO EMPLOY~~. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at any time.

~~21.~~~~CORPORATE TRANSACTIONS~~.

~~21.1~~

~~Assumption or Replacement of Awards by Successor~~. In the event of a Corporate Transaction any or all outstanding Awards may be assumed or replaced by the successor corporation, which assumption or replacement shall be binding on all Participants. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding any other provision in this Plan to the contrary, such Awards shall have their vesting accelerate as to all shares subject to such Award (and any applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards,

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as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Award will be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate Transaction.

~~21.2~~

~~Assumption of Awards by the Company~~. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (~~except~~ that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards shall not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in any calendar year.

~~21.3~~

~~Non-Employee Directors’ Awards~~. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting of all Awards granted to Non-Employee Directors shall accelerate and such Awards shall become exercisable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Committee determines.

~~22.~~~~ADOPTION AND STOCKHOLDER APPROVAL~~. This Plan shall be submitted for the approval of the Company’s stockholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.

~~23.~~~~TERM OF PLAN/GOVERNING LAW~~. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its conflict of law rules).

~~24.~~~~AMENDMENT OR TERMINATION OF PLAN~~~~. The Board may at any time terminate or amend this Plan in any respect, including, without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan;provided~~,~~however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval;provided further, that a Participant’s Award shall be governed by the version of this Plan then in effect at the time such Award was granted.~~

~~25.~~~~NONEXCLUSIVITY OF THE PLAN~~. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of substitution, are hereby authorized to represent and votethe shares of the ~~Board~~undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders ofVocera Communications, Inc. to ~~adopt such additional compensation arrangements~~be held on May 31, 2019 or at any postponement or adjournment thereof.Shares represented by this proxy will be voted as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

~~26.~~~~INSIDER TRADING POLICY~~~~. Each Participant who receives an Award shall comply with any policy adopted~~directed by the ~~Company from time to time covering transactions in~~stockholder. If no such directions are indicated, the ~~Company’s securities by Employees, officers and/or directors of the Company.~~

~~27.~~~~ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY~~. All Awards, subject to applicable law, shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s employment or other service with the Company that is applicable to executive officers, employees, directors or

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other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

~~28.~~~~DEFINITIONS~~. ~~As used in this Plan, and except as elsewhere defined herein, the following terms~~Proxies will have ~~the following meanings:~~

“~~Award~~~~” means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock Unit or award~~authority to vote FORthe election of ~~Performance Shares.~~

“~~Award Agreement~~” means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award, which shall be in substantially a form (which need not be the same for each Participant) that the Committee has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan.

“~~Award Transfer Program~~” means any program instituted by the Committee which would permit Participants the opportunity to transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.

“~~Board~~~~” means~~ the Board of Directors ofand FOR Proposals 2 and 3.In their discretion, the ~~Company.~~

“~~Cause~~~~” means (a)~~Proxies are authorized to vote upon such other business as may properly come before the ~~commission of an act of theft, embezzlement, fraud, dishonesty, (b) a breach of fiduciary duty~~meeting.(Items to ~~the Company or a Parent or Subsidiary, or (c) a failure to materially perform the customary duties of Employee’s employment.~~

“~~Code~~~~” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.~~

“~~Committee~~~~” means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law.~~

“~~Common Stock~~~~” means the common stock of the Company.~~

“~~Company~~~~” means~~ be voted appear on reverse side)Vocera Communications, ~~Inc., or any successor corporation.~~

“~~Consultant~~~~” means any person, including an advisor or independent contractor, engaged by~~Inc.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qChange of Address — Please print new address below. Comments — Please print your comments below.C Non-Voting Items++Important notice regarding the ~~Company or a Parent or Subsidiary to render services to such entity.~~

“~~Corporate Transaction~~~~” means the occurrence~~Internet availability of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation or (iv) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (exceptproxy materials for the ~~acquisition, sale or transfer~~Annual Meeting of ~~all or substantially all of the outstanding shares of the Company).~~

“~~Director~~~~” means a member of the Board.~~

“~~Disability~~~~” means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant~~Shareholders.The material is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

available at: www.envisionreports.com/VCRA

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~~“Dividend Equivalent Right”~~means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant.

“~~Effective Date~~~~” means the date of the underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement that is declared effective by the SEC.~~

“~~Employee~~” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

“~~Exchange Act~~~~” means the United States Securities Exchange Act of 1934, as amended.~~

“~~Exchange Program~~~~” means a program pursuant to which outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof).~~

“~~Exercise Price~~” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.

“~~Fair Market Value~~~~” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:~~

~~(a)~~

if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in~~The Wall Street Journal~~;

~~(b)~~

if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in~~The Wall Street Journal~~;

~~(c)~~

in the case of an Option or SAR grant made on the Effective Date, the price per share at which shares of the Company’s Common Stock are initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’s Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or

~~(d)~~

~~if none of the foregoing is applicable, by the Board or the Committee in good faith.~~

“~~Insider~~~~” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act.~~

“~~Non-Employee Director~~~~” means a Director who is not an Employee of the Company or any Parent or Subsidiary.~~

“~~Option~~~~” means an award of an option to purchase Shares pursuant to Section 5.~~

“~~Parent~~” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

“~~Participant~~~~” means a person who holds an Award under this Plan.~~

“~~Performance Award~~~~” means cash or stock granted pursuant to Section 10 or Section 12 of the Plan.~~

~~“Performance Factors”~~ means any of the factors selected by the Committee and specified in an Award Agreement, from among the following objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:

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~~(a)~~

~~Profit Before Tax;~~

~~(b)~~

~~Billings;~~

~~(c)~~

~~Revenue;~~

~~(d)~~

~~Net revenue;~~

~~(e)~~

~~Earnings (which may include earnings before interest and taxes, earnings before taxes, and net earnings);~~

~~(f)~~

~~Operating income;~~

~~(g)~~

~~Operating margin;~~

~~(h)~~

~~Operating profit;~~

~~(i)~~

~~Controllable operating profit, or net operating profit;~~

~~(j)~~

~~Net Profit;~~

~~(k)~~

~~Gross margin;~~

~~(l)~~

~~Operating expenses or operating expenses as a percentage of revenue;~~

~~(m)~~

~~Net income;~~

~~(n)~~

~~Earnings per share;~~

~~(o)~~

~~Total stockholder return;~~

~~(p)~~

~~Market share;~~

~~(q)~~

~~Return on assets or net assets;~~

~~(r)~~

~~The Company’s stock price;~~

~~(s)~~

~~Growth in stockholder value relative to a pre-determined index;~~

~~(t)~~

~~Return on equity;~~

~~(u)~~

~~Return on invested capital;~~

~~(v)~~

~~Cash Flow (including free cash flow or operating cash flows)~~

~~(w)~~

~~Cash conversion cycle;~~

~~(x)~~

~~Economic value added;~~

~~(y)~~

~~Individual confidential business objectives;~~

~~(z)~~

~~Contract awards or backlog;~~

~~(aa)~~

~~Overhead or other expense reduction;~~

~~(bb)~~

~~Credit rating;~~

~~(cc)~~

~~Strategic plan development and implementation;~~

~~(dd)~~

~~Succession plan development and implementation;~~

~~(ee)~~

~~Improvement in workforce diversity;~~

~~(ff)~~

~~Customer indicators;~~

~~(gg)~~

~~New product invention or innovation;~~

~~(hh)~~

~~Attainment of research and development milestones;~~

~~(ii)~~

~~Improvements in productivity;~~

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~~(jj)~~

~~Bookings; and~~

~~(kk)~~

~~Attainment of objective operating goals and employee metrics.~~

The Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any such equitable adjustments.

“~~Performance Period~~~~” means the period of service determined by the Committee, not less than one (1) year and not more than five (5) years, during which years of service or performance is to be measured for the Award.~~

“~~Performance Share~~~~” means a performance share bonus granted as a Performance Award.~~

“~~Permitted Transferee~~” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests

“~~Plan~~~~” means this Vocera Communications, Inc. 2012 Equity Incentive Plan.~~

“~~Purchase Price~~~~” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR.~~

“~~Restricted Stock Award~~~~” means an award of Shares pursuant to Section 6 or Section 12 of the Plan, or issued pursuant to the early exercise of an Option.~~

“~~Restricted Stock Unit~~~~” means an Award granted pursuant to Section 9 or Section 12 of the Plan.~~

“~~SEC~~~~” means the United States Securities and Exchange Commission.~~

“~~Securities Act~~~~” means the United States Securities Act of 1933, as amended.~~

“~~Shares~~~~” means shares of the Company’s Common Stock and the common stock of any successor security.~~

“~~Stock Appreciation Right~~~~” means an Award granted pursuant to Section 8 or Section 12 of the Plan.~~

“~~Stock Bonus~~~~” means an Award granted pursuant to Section 7 or Section 12 of the Plan.~~

“~~Subsidiary~~” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

“~~Termination~~~~” or “~~~~Terminated~~” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee;~~provided~~, that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. An employee shall have terminated employment as of

~~TABLE OF CONTENTS~~

the date he or she ceases to be employed (regardless of whether the termination is in breach of local laws or is later found to be invalid) and employment shall not be extended by any notice period or garden leave mandated by local law. The Committee will have sole discretion to determine whether a Participant has ceased to provide services for purposes of the Plan and the effective date on which the Participant ceased to provide services (the “~~Termination Date~~~~”).~~

“~~Unvested Shares~~~~” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor thereto).~~

~~TABLE OF CONTENTS~~

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		Total(2) ($)
Michael Burkland		41,000		148,512		189,512
John B. Grotting		42,000		148,512		190,512
Jeffrey H. Hillebrand		43,500		148,512		192,012
Howard E. Janzen		54,750		148,512		203,262
Alexa King		46,250		148,512		194,762
John N. McMullen		51,500		148,512		200,012
Sharon L. O’Keefe		37,000		148,512		185,512
Ronald A. Paulus*		14,583		117,862		132,445


Name	Fees Earned or Paid in Cash ($)		Stock Awards⁽¹⁾ ($)		Total⁽²⁾ ($)
Michael Burkland		39,500		142,378		181,878
John B. Grotting		43,750		142,378		186,128
Jeffrey H. Hillebrand		42,000		142,378		184,378
Howard E. Janzen		50,750		142,378		193,128
Alexa King		40,750		142,378		183,128
John N. McMullen		48,000		142,378		190,378
Sharon L. O’Keefe		35,000		142,378		177,378
Robert J. Zollars*		57,000		142,378		199,378


Name	Option Awards		Stock Awards
Michael Burkland		—		17,041
John B. Grotting		—		5,285
Jeffrey H. Hillebrand		—		5,285
Howard E. Janzen		—		5,285
Alexa King		—		15,155
John McMullen		27,428		5,285
Sharon L. O’Keefe		29,333		5,285
Robert J. Zollars*		199,648		5,285

Fees Billed to Vocera	Fiscal Year 2018			Fiscal Year 2017
Audit fees(1)		$	1,565,491		$	1,594,100
Audit-related fees			—			—
Tax fees(2)		$	47,651			—
All other fees			—			—
Total fees		$	1,613,142		$	1,594,100


Fees Billed to Vocera	Fiscal Year 2017		Fiscal Year 2016
Audit fees⁽¹⁾	$	1,594,100	$	958,827
Audit-related fees⁽²⁾		—		47,000
Tax fees⁽³⁾		—		43,835
All other fees		—		—
Total fees	$	1,594,100	$	1,049,662


~~Filed by the Registrant~~		o
~~Filed by a Party other than the Registrant~~		x

Name	Option Awards		Stock Awards
Michael Burkland		—		11,479
John B. Grotting		—		5,600
Jeffrey H. Hillebrand		—		5,600
Howard E. Janzen		—		5,600
Alexa King		—		10,536
John McMullen		13,714		5,600
Sharon L. O’Keefe		21,333		5,600
Ronald A. Paulus		—		3,774


~~Plan Term:~~		~~March 26, 2012 to March 6, 2022~~
~~Eligible Participants:~~		Only employees, including officers and directors who are also employees, are eligible to receive grants of incentive stock options. All other awards may be granted to any of our employees, directors, consultants, and independent contractors, provided that the grantee renders bona fide services to us. Our Compensation Committee determines which individuals will participate in the Plan. As of March 31, 2018, there are approximately 596 employees and eight non-employee directors who are eligible to participate in the Plan.


~~Shares Authorized:~~		If the amendments to the Plan are approved, there will be 1,500,000 additional shares authorized under the Plan, subject to adjustment only to reflect stock splits and similar events. In addition, the following shares are available for grant under the Plan: (a) are subject to issuance upon exercise of a stock option or stock appreciation right granted under the Plan but which cease to be subject to the option or stock appreciation right for any reason other than exercise of the stock option or stock appreciation right; (b) are subject to awards granted under the Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to awards granted under the Plan that otherwise terminate without such shares being issued; (d) shares surrendered pursuant to an Employee Program and (e) shares surrendered to satisfy the withholding provisions for restricted stock or restricted stock units. Shares used to pay the exercise price of an option or a stock appreciation right or to satisfy the tax withholding obligations related to an option or stock appreciation right will not become available for future grant or sale under the Plan. Any (i) reserved shares not issued or subject to outstanding grants under the Company’s 2000 Stock Option Plan (the “2000 Plan”) and the 2006 Stock Option Plan (the “2006 Plan”) (the 2000 Plan and the 2006 Plan together, the “Prior Plans”) on the effective date of the Plan, (ii) shares that are subject to stock options granted under the Prior Plans that cease to be subject to such stock options after the effective date, (iii) shares issued under the Prior Plans before or after the effective date pursuant to the exercise of stock options that are, after the effective date, forfeited and (iv) shares issued under the Prior Plans that are repurchased by the Company at or below the original issue price will also become available for grant under the Plan. Shares that otherwise become available for grant and issuance because of the above provisions shall not include shares subject to awards that initially became available because of the substitution of awards.
~~Award Types:~~		~~(1) Non-qualified and incentive stock options~~
		~~(2) Restricted stock awards~~
		~~(3) Stock bonus awards~~
		~~(4) Stock appreciation rights~~
		~~(5) Restricted stock units~~
		~~(6) Performance shares~~
		~~(7) Performance units~~
~~Limits on Awards:~~		No more than 1,000,000 shares may be granted to any individual under the Plan during any calendar year, other than new employees, who are eligible to receive up to 2,000,000 shares in the calendar year during which they begin employment.
~~Vesting:~~		Vesting schedules are determined by our Compensation Committee when each award is granted. However, in no event shall any award have a vesting schedule pursuant to which such awards vest in less than 12 months from the date of grant; provided, however, that up to five (5%) of shares available under the Plan may provide for vesting in less than 12 months. Options generally vest over four years, other than options for our non-employee director stock which vest in full on the one-year anniversary of the date of grant. Restricted stock units generally vest over three years and restricted stock amounts granted only to non-employee directors generally vest in full on the one-year anniversary of the date of grant.


~~Award Terms:~~		Stock options have a term of ten years from the date the options were granted, except in the case of incentive stock options granted to holders of more than 10% of our voting power, which have a term no longer than five years. Stock appreciation rights have a term of ten years from the date they were granted.
~~Terms applicable to Stock~~ ~~Options and Stock~~ ~~Appreciation Rights~~		The exercise price of grants made under the Plan of stock options or stock appreciation rights may not be less than the fair market value (the closing price of our common stock on the date of grant, and if that is not a trading day, the closing price of our common stock on the trading day immediately prior to the date of grant) of our common stock. On the record date, the closing price of our common stock was $23.99 per share. Our Compensation Committee determines at the time of grant the other terms and conditions applicable to such award, including vesting and exercisability.
~~Terms applicable to Restricted~~ ~~Stock Awards, Restricted~~ ~~Stock Unit Awards,~~ ~~Performance Shares,~~ ~~Performance Units and~~ ~~Stock Bonus Awards~~		Our Compensation Committee determines the terms and conditions applicable to the granting of restricted stock awards, restricted stock unit awards, performance shares, performance units and stock bonus awards. Our Compensation Committee may make the grant, issuance, retention and/or vesting of restricted stock awards, restricted stock unit awards, performance shares, performance units and stock bonus awards contingent upon continued employment with us, the passage of time, or such performance criteria and the level of achievement versus such criteria as it deems appropriate. Awards of performance shares or performance units may be settled in shares or in cash.
~~Repricing Prohibited:~~		Repricing, or reducing the exercise price of outstanding options or stock appreciation rights, is prohibited without stockholder approval under the Plan. Such prohibited repricing includes substituting, or exchanging outstanding options or stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights, unless approved by stockholders.
~~Prohibition on Dividend~~ ~~Payments on Unvested~~ ~~Shares:~~		~~Shares of common stock subject to unvested awards shall not be eligible for payment of dividends.~~
~~Director Awards:~~		If the amendments to the Plan are approved by the stockholders, the non-employee directors may not receive an award of more than (i) $600,000 in value of shares of common stock in the year of any such director’s initial appointment to the Board, or (ii) $400,000 in value of shares of common stock in any other calendar year.


Name and Position	Dollar Value
Non-Employee Director Group (7 persons)⁽¹⁾	$	135,000	⁽²⁾


Name	Number of Options Granted		Number of Shares of Restricted Stock Units Granted
Brent D. Lang, President and Chief Executive Officer		409,927		273,359
Justin R. Spencer, Chief Financial Officer		40,000		98,156
Paul T. Johnson, Executive Vice President of Sales and Services		115,658		94,042
M. Bridget Duffy, Chief Medical Officer		55,472		67,732
Douglas A. Carlen, Vice President, Legal and General Counsel		—		60,504
All current executive officers as a group (5 persons)		621,057		593,793
All current non-employee directors as a group (8 persons)		256,409		63,906
All employees, excluding current executive officers		354,630		1,197,995


Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage
5% or greater stockholders
Brown Capital Management, LLC⁽¹⁾		4,326,995		14.7	%
Blackrock, Inc.⁽²⁾		2,062,285		7.0	%
AllianceBernstein L.P.⁽³⁾		1,597,525		5.4	%
Renaissance Technologies LLC⁽⁴⁾		1,568,000		5.3	%
Named Executive Officers and Directors
Michael Burkland		5,876			*
Douglas A. Carlen		4,424			*
M. Bridget Duffy⁽⁵⁾		54,506			*
John B. Grotting⁽⁶⁾		76,213			*
Jeffrey H. Hillebrand		70,913			*
Howard E. Janzen		54,546			*
Paul T. Johnson⁽⁷⁾		153,506			*
Alexa King		4,933			*
Brent D. Lang⁽⁸⁾		525,163		1.8	%
John N. McMullen⁽⁹⁾		68,308			*
Sharon L. O’Keefe⁽¹⁰⁾		64,175			*
Justin R. Spencer⁽¹¹⁾		87,273			*
Robert J. Zollars⁽¹²⁾		328,012		1.1	%
All officers and directors as a group (13 persons)⁽¹³⁾		1,497,848		4.9	%

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage
5% or greater stockholders
Brown Capital Management, LLC(1)		5,427,450		17.6%
Blackrock, Inc.(2)		2,200,316		7.1%
Conestoga Capital Advisors, LLC(3)		2,061,329		6.7%
AllianceBernstein L.P.(4)		1,564,635		5.1%
Named Executive Officers, Directors and Director Nominees
Michael Burkland		17,038		*
Douglas A. Carlen		11,735		*
M. Bridget Duffy(5)		7,500		*
John B. Grotting(6)(7)		81,498		*
Jeffrey H. Hillebrand(7)		69,998		*
Julie Iskow		—		*
Howard E. Janzen		42,331		*
Paul T. Johnson(8)		123,081		*
Alexa King		15,152		*
Brent D. Lang(9)		477,457		1.5%
John N. McMullen(10)		34,664		*
Sharon L. O’Keefe(11)		45,460		*
Ronald A. Paulus		—		—
Justin R. Spencer(12)		82,537		*
Bharat Sundarm		—		*
All officers and directors as a group (13 persons)(12)		1,008,451		3.2%


Name	Target Bonus (as % of Base Salary)			Target Bonus Amount ($)
Brent D. Lang		100	%		412,000
Justin R. Spencer		60	%		204,000
Paul T. Johnson		36	%		122,400
M. Bridget Duffy		25	%		82,000
Douglas A. Carlen		40	%		111,200


Name	Cash Bonus at Minimum Threshold ($)		Cash Bonus at Target ($)		Cash Maximum Bonus ($)		Cash Actual Bonus ($)
Brent D. Lang		82,400		412,000		824,000		453,211
Justin R. Spencer		40,800		204,000		408,000		224,405
Paul T. Johnson⁽¹⁾		24,480		122,400		244,800		134,643
M. Bridget Duffy⁽²⁾		16,400		82,000		164,000		90,202
Douglas A. Carlen		22,240		111,200		222,400		122,323


Named Executive Officer	Number of Shares Subject to RSU Award⁽¹⁾ (#)		Grant Date Fair Value of RSU Award⁽²⁾ ($)
Brent D. Lang		97,885	$	2,637,022
Justin R. Spencer		33,281		896,590
Paul T. Johnson		33,281		896,590
M. Bridget Duffy		23,492		632,874
Douglas A. Carlen		23,492		632,874

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		Total ($)
Brent D. Lang President and Chief Executive Officer		2018		505,538(1)		—		3,072,978		433,546		4,012,062
		2017		408,000		—		2,637,022		453,211		3,498,233
		2016		400,000		—		2,064,731		694,262		3,158,993
Justin R. Spencer Chief Financial Officer		2018		363,926(1)		5,000(4)		1,024,308		184,170		1,577,405
		2017		336,667		—		896,590		224,405		1,457,662
		2016		330,000		—		774,277		315,021		1,419,298
Paul T. Johnson Executive Vice President of Sales and Services		2018		349,333		—		1,024,308		192,404(5)		1,566,046
		2017		336,667		—		896,590		223,670(5)		1,456,927
		2016		330,000		—		702,015		289,458(5)		1,321,473
M. Bridget Duffy Chief Medical Officer		2018		351,935(1)		—		768,231		146,722(6)		1,266,887
		2017		325,333		—		632,874		169,343(6)		1,127,550
		2016		320,000		—		516,189		227,027(6)		1,063,216
Douglas A. Carlen Vice President, Legal and General Counsel		2018		289,751(1)		5,000(4)		768,231		100,236		1,163,218
		2017		276,000		—		632,874		122,323		1,031,198
		2016		134,082(7)		10,000		822,162		103,154		1,069,398


Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)⁽²⁾			Total ($)
Brent D. Lang		2017		408,000			—			2,637,022		453,211			3,498,233
President and Chief Executive Officer		2016		400,000			—			2,064,731		694,262			3,158,993
President and Chief Executive Officer		2015		400,000			—			1,906,125		552,697			2,858,822
Justin R. Spencer		2017		336,667			—			896,590		224,405			1,457,662
Chief Financial Officer		2016		330,000			—			774,277		315,021			1,419,298
Chief Financial Officer		2015		330,000			—			684,243		250,786			1,265,029
Paul T. Johnson		2017		336,667			—			896,590		223,670	⁽³⁾		1,456,927
Executive Vice President of Sales and Services		2016		330,000			—			702,015		289,458	⁽³⁾		1,321,473
Executive Vice President of Sales and Services		2015		330,000			—			684,243		228,506	⁽³⁾		1,242,749
M Bridget Duffy		2017		325,333			—	��		632,874		169,343	⁽⁴⁾		1,127,550
Chief Medical Officer		2016		320,000			—			516,189		227,027	⁽⁴⁾		1,063,216
Chief Medical Officer		2015		320,000			—			488,746		201,272	⁽⁴⁾		1,010,018
Douglas A. Carlen		2017		276,000			—			632,874		122,323			1,031,198
Vice President, Legal and General Counsel		2016		134,082	⁽⁵⁾	$	10,000			822,162		103,154			1,069,398
Vice President, Legal and General Counsel		2015		—			—			—		—			—

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Number of Shares of Restricted Stock Units (#)(2)		Grant Date Fair Value of Restricted Stock Unit Awards ($)(3)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Number of Shares of Restricted Stock Units (#)(2)
Brent D. Lang				100,000		500,000		1,000,000
Brent D. Lang		6/1/2018								115,874		3,072,978
Justin R. Spencer				42,480		212,400		424,800
Justin R. Spencer		6/1/2018								38,624		1,024,308
Paul T. Johnson				25,488		127,440		254,880
Paul T. Johnson		6/1/2018								38,624		1,024,308
M. Bridget Duffy				17,050		85,250		170,500
M. Bridget Duffy		6/1/2018								28,968		768,231
Douglas A. Carlen				23,120		115,600		231,200
Douglas A. Carlen		6/1/2018								28,968		768,231

	RESTRICTED STOCK UNIT AWARDS(1)						OPTION AWARDS(2)(3)
Name	Award Grant Date		Number of RSU Shares That Have Not Vested (#)		Market Value of RSU Shares That Have Not Vested ($)(4)		Shares Underlying Unexercised Options – Exercisable (#)		Shares Underlying Unexercised Options – Unexercisable (#)			Option Exercise Price ($)(5)		Option Expiration Date
Brent D. Lang		5/5/2011						4,500			—		5.04		5/5/2021
		5/31/2013						157,728			—		14.76		5/31/2023
		6/1/2014						157,699		��	—		12.92		6/1/2024
		6/1/2016		58,786		2,313,229
		6/1/2017		65,260		2,567,981
		6/1/2018		115,874		4,559,642
Justin R. Spencer		9/2/2014						40,000			—		9.01		9/1/2024
		6/1/2016		22,045		867,471
		6/1/2017		22,189		873,137
		6/1/2018		38,624		1,519,854
Paul T. Johnson		11/1/2013						60,000			—		17.31		11/1/2023
		6/1/2014						37,105			—		12.92		6/1/2024
		6/1/2016		19,988		786,528
		6/1/2017		22,189		873,137
		6/1/2018		38,624		1,519,854
M. Bridget Duffy		5/31/2012						7,500			—		24.15		5/31/2022
		5/31/2013						31,545			—		14.76		5/31/2023
		6/1/2016		14,697		578,327
		6/1/2017		15,663		616,339
		6/1/2018		28,968		1,139,891
Douglas A. Carlen		8/1/2016		18,509		728,329
		6/1/2017		15,663		616,339
		6/1/2018		28,968		1,139,891


	RESTRICTED STOCK UNIT AWARDS⁽¹⁾						OPTION AWARDS⁽²⁾⁽³⁾
Name	Award Grant Date		Number of RSU Shares That Have Not Vested (#)		Market Value of RSU Shares That Have Not Vested ($)⁽⁴⁾		Shares Underlying Unexercised Options – Exercisable (#)			Shares Underlying Unexercised Options – Unexercisable (#)		Option Exercise Price ($)⁽⁵⁾		Option Expiration Date
Brent D. Lang		5/5/2011						67,000			—		5.04		5/5/2021
		5/31/2012						47,500			—		24.15		5/31/2022
		5/31/2013						157,728			—		14.76		5/31/2023
		6/1/2014						137,987	⁽⁶⁾		19,712		12.92		6/1/2024
		6/1/2015		57,920		1,750,342
		6/1/2016		117,554		3,552,482
		6/1/2017		97,885		2,958,085
Justin R. Spencer		9/2/2014						33,333	⁽⁶⁾		16,667		9.01		9/2/2024
		6/1/2015		20,792		628,334
		6/1/2016		44,083		1,332,188
		6/1/2017		33,281		1,005,752
Paul T. Johnson		11/1/2013						60,000			—		17.31		11/1/2023
		6/1/2014						64,935	⁽⁶⁾		9,276		12.92		6/1/2024
		6/1/2015		20,792		628,334
		6/1/2016		39,969		1,207,863
		6/1/2017		33,281		1,005,752
M. Bridget Duffy		5/31/2012						7,500			—		24.15		5/31/2022
		5/31/2013						31,545			—		14.76		5/31/2023
		6/1/2014						10,629	⁽⁶⁾		5,798		12.92		6/1/2024
		6/1/2015		14,851		448,797
		6/1/2016		29,389		888,136
		6/1/2017		23,492		709,928
Douglas A. Carlen		8/1/2016		37,012		1,118,503
		6/1/2017		23,492		709,928

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Brent D. Lang		110,000		1,944,598		149,313		3,959,781
Justin R. Spencer		10,000		177,027		53,922		1,430,011
Paul T. Johnson		37,106		670,876		51,865		1,375,460
M. Bridget Duffy		16,427		282,648		37,372		991,105
Douglas A. Carlen		—		—		26,332		785,474

					Value of Accelerated Equity Awards
Name	Cash Severance ($)		Benefit Continuation ($)		Stock Awards(1) ($)		Option Awards(2) ($)		Total ($)
Brent D. Lang
Termination		1,000,000		33,649		5,116,720		—		6,150,369
Within Change of Control Period		1,500,000		50,473		9,440,852		—		10,991,326
Justin R. Spencer
Termination		265,500		27,020		1,810,533		—		2,103,053
Within Change of Control Period		566,400		36,026		3,260,462		—		3,862,888
Paul T. Johnson
Termination		265,500		27,020		1,729,590		—		2,022,110
Within Change of Control Period		481,440		36,026		3,179,519		—		3,696,985
M. Bridget Duffy
Termination		170,500		12,654		1,266,362		—		1,449,516
Within Change of Control Period		319,688		18,981		1,167,279		—		1,505,948
Douglas A. Carlen
Termination		144,500		18,013		1,416,364		—		1,578,877
Within Change of Control Period		303,450		27,020		1,242,280		—		1,572,749


Name	Cash Severance ($)		Benefit Continuation ($)		Value of Accelerated Equity Awards				Total ($)
Name	Cash Severance ($)		Benefit Continuation ($)		Stock Awards⁽¹⁾ ($)		Option Awards⁽²⁾ ($)		Total ($)
Brent D. Lang
Termination		865,211		33,600		4,512,239		341,018		5,752,068
Within Change of Control Period		1,297,816		50,400		8,260,909		341,018		9,950,143
Justin R. Spencer
Termination		255,000		27,018		1,629,523		353,507		2,265,048
Within Change of Control Period		564,405		36,024		2,966,274		353,507		3,920,210
Paul T. Johnson
Termination		255,000		27,018		1,567,360		160,475		2,009,853
Within Change of Control Period		474,643		36,024		2,841,949		160,475		3,513,091
M. Bridget Duffy
Termination		164,000		12,660		1,129,382		100,305		1,406,347
Within Change of Control Period		313,652		18,990		1,023,431		50,153		1,406,226
Douglas A. Carlen
Termination		139,000		18,012		795,753		—		952,765
Within Change of Control Period		300,242		27,018		914,216		—		1,241,476

June 1, 2018

Voting Instructions; Voting of Proxies

Revocability of Proxies

​Codes of Business Conduct and Ethics and other Corporate Policies

Director Resignation Policy

Directors Not Standing for Election

Director Compensation

​2017

​PROPOSAL NO. 4NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES REGARDING NAMED EXECUTIVE OFFICER COMPENSATION

Vote Required

PROPOSAL NO. 5APPROVAL OF AMENDMENTS TO THE VOCERA COMMUNICATIONS, INC.2012 EQUITY INCENTIVE PLAN

Summary of the Proposal

Summary of the 2012 Equity Incentive Plan

Purpose

Key Terms

New Plan Benefits

Transferability

Administration

Amendments

Adjustments

Recoupment

U.S. Tax Consequences

Non-Qualified Stock Options

Incentive Stock Options

Stock Appreciation Rights

Restricted Stock

Restricted Stock Units

Performance Stock Units

Performance Shares

ERISA Information

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

2017

•Net debt of $110.5 million.​Compensation Discussion and Analysis

Design

​Role of the Compensation Consultant

Post-Employment Compensation

​Tax and Accounting Considerations

​REPORT OF THE COMPENSATION COMMITTEE

2017​​

June 2018 and Jeffrey Hillebrand, who filed a single late Form 4 reporting one transaction in February 2018.

investors.vocera.com.

VOCERA COMMUNICATIONS, INC.2012 EQUITY INCENTIVE PLAN(amended April 5, 2018)

Codes of Business Conduct and Ethics and other Corporate Policies

2017

PROPOSAL NO. 4

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES REGARDING NAMED EXECUTIVE OFFICER COMPENSATION

PROPOSAL NO. 5

APPROVAL OF AMENDMENTS TO THE VOCERA COMMUNICATIONS, INC.
2012 EQUITY INCENTIVE PLAN

•
Net debt of $110.5 million.

Compensation Discussion and Analysis

Role of the Compensation Consultant

Tax and Accounting Considerations

REPORT OF THE COMPENSATION COMMITTEE

2017

VOCERA COMMUNICATIONS, INC.
2012 EQUITY INCENTIVE PLAN
(amended April 5, 2018)

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#)		Weighted average exercise price of outstanding options ($)(1)		Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by security holders		2,516,087(2)		13.36		3,099,191
Equity compensation plans not approved by security holders		88,594		11.10		—
Total		2,604,681		13.31		3,099,191


Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#)			Weighted average exercise price of outstanding options ($)			Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by security holders		3,202,299	⁽¹⁾		13.48	⁽²⁾		1,881,680	⁽³⁾
Equity compensation plans not approved by security holders		175,353			—			—
Total		3,377,652			13.48			1,881,680