Common use of Bonus Criteria Clause in Contracts

Bonus Criteria. For the Stub-Period, Executive shall receive 25% of Salary earned with respect to the Stub Period as a bonus if the Stub Year Revenue and Adjusted EBITDA Targets have been achieved plus an additional 25% of Salary earned with respect to the Stub Period as a bonus if merited by Executive’s individual overall performance of his duties, as determined in the discretion of the Compensation Committee after receiving input from the Chief Executive Officer and the Executive. For the Year 1 and Year 2 Periods, Executive shall receive 25% of Salary earned with respect to Year 1 and/or Year 2, as applicable, as a bonus if the Year 1/Year 2 Targets have been achieved plus an additional 25% of Salary earned with respect to Year 1 and/or Year 2, as applicable, as a bonus if merited by Executive’s individual overall performance of his duties, as determined in the discretion of the Compensation Committee after receiving input from the Chief Executive Officer and the Executive. Achievement of financial targets shall be determined promptly after the Employer’s annual financial statements for the fiscal year for the applicable period have been publicly issued and certified by the Employer’s auditors. Any interpretative issues in reconciling Adjusted EBITDA or a Public Earnings Measure to audited numbers shall (a) be resolved as much as possible based on the Employer’s publicly filed reconciliations of the same and (b) as to any other questions shall be determined in the reasonable discretion of the Compensation Committee after good faith discussion with Executive. Bonus targets that have not been achieved to the level required by this Schedule A shall not entitle Executive to a pro-rated bonus unless the Compensation Committee in its sole discretion determines that a pro-rated bonus is appropriate. SCHEDULE B DIGITAL TURBINE, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN NOTICE OF GRANT AND STOCK OPTION AGREEMENT Name: Xxxxxxx Xxxxxxxxx Plan Name: Amended and Restated 2011 Equity Incentive Plan Effective September 12, 2016, (“Grant Date”), you have been granted a non-qualified stock option (the “Option”) to purchase four hundred fifty thousand (450,000) shares of Digital Turbine, Inc. (the “Company”) common stock at an Exercise Price of _______ per share pursuant to the Mandalay Digital Group, Inc. Amended and Restated 2011 Equity Incentive Plan (the “Plan”). Except as otherwise defined herein, terms with initial capital letters shall have the same meanings set forth in the Plan. A copy of the Plan is attached to this Notice and Agreement. The terms and conditions of the Plan are incorporated herein by this reference. For purposes of Section 2.23, the definition of Misconduct shall be the same as the definition of “Cause” set forth in your Employment Agreement with the Company dated August 31, 2016 (“Employment Agreement”). This Option shall become vested and exercisable as follows: (i) 150,000 options shall vest on the one year anniversary of the Start Date; and (ii) the remaining 300,000 options shall vest monthly at a rate of 12,500 per month from month 13 to month 36. If your employment is terminated prior to the end of the three (3) year period, this Option is exercisable only with respect to the “cumulative shares vested” as of the date of your termination. Per the Plan, there shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. In addition, accelerated vesting applies to the extent provided for in your Employment Agreement in connection with a Change of Control (as defined therein) and certain termination events. Annex A hereto (Vesting Schedule) indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the number indicated beside that date, provided that the Participant has not suffered a Termination of Employment prior to the applicable vesting date. By accepting this grant and exercising any portion of the Option, you represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and the Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to accept as binding, conclusive, and final all of the Administrator’s decisions regarding, and all interpretations of, the Plan and the Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated above. Please return a signed copy of this Notice of Grant and Stock Option Agreement to Digital Turbine, Inc., and retain a copy for your records. PARTICIPANT Xxxxxxx Xxxxxxxx DIGITAL TURBINE, INC. _________________________________________ ____________________________________________ ANNEX A VESTING SCHEDULE [TO BE GENERATED] Vesting Date Shares Vested Cumulative Shares Vested SCHEDULE C CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT

Bonus Criteria. For the Stub-Year 2 Period, Executive shall receive 2530% of Salary earned with respect to the Stub Period Year 2 Period, as a bonus if both the Stub Year Revenue and FY2017 Adjusted EBITDA Targets have been achieved Target and the 2017 Revenue Target are achieved; plus up to an additional 2570% of Salary earned with respect to the Stub Period Year 2 Period, as a bonus if merited by Executive’s individual overall performance of his duties, as determined in the sole discretion of the Compensation Committee after receiving input from based on extraordinary financial and business performance of the Chief Executive Officer Employer during the Year 2 Period (beyond the level required to achieve the bonus of 30% of Salary for the Year 2 Period). The Compensation Committee is also authorizing an additional 50% of base salary “Extraordinary Bonus” if the Company exceeds targeted revenues and Adjusted EBITDA by 50% relative to the Executivetargets approved by the Board for FY2017 at its meeting on 4/13/16. For the Year 1 and Year 2 Periods3 Period, Executive shall receive 2550% of Salary earned with respect to the Year 1 and/or Year 2, as applicable3 Period, as a bonus if both of the Year 1/Year 2 3 Period Targets have been achieved are achieved; plus up to an additional 2550% of Salary earned with respect to the Year 1 and/or Year 2, as applicable3 Period, as a bonus if merited by Executive’s individual overall performance of his duties, as determined in the sole discretion of the Compensation Committee after receiving input from based on extraordinary financial and business performance of the Chief Executive Officer Employer during the Year 3 Period (beyond the level required to achieve the bonus of 50% of Salary for the Year 3 Period). The Compensation Committee is also authorizing an additional 50% of base salary “Extraordinary Bonus” if the Company exceeds targeted revenues and the ExecutiveAdjusted EBITDA by 50%. Achievement of financial targets shall be determined promptly after the Employer’s annual financial statements for the fiscal year for the applicable period have been publicly issued and certified by the Employer’s auditors. Any interpretative issues in reconciling Adjusted EBITDA or a Public Earnings Measure to audited numbers shall (a) be resolved as much as possible based on the Employer’s publicly filed reconciliations of the same and (b) as to any other questions shall be determined in the reasonable discretion of the Compensation Committee after good faith discussion with Executive. Bonus targets that have not been achieved to the level required by this Schedule A shall not entitle Executive to a pro-rated bonus unless the Compensation Committee in its sole discretion determines that a pro-rated bonus is appropriate. SCHEDULE B DIGITAL TURBINE, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN NOTICE OF GRANT AND STOCK OPTION AGREEMENT Name: Xxxxxxx Xxxxxxxxx Plan Name: Amended and Restated 2011 Equity Incentive Plan Effective September 12, 2016, (“Grant Date”), you have been granted a non-qualified stock option (the “Option”) to purchase four hundred fifty thousand (450,000) shares of Digital Turbine, Inc. (the “Company”) common stock at an Exercise Price of _______ per share pursuant to the Mandalay Digital Group, Inc. Amended and Restated 2011 Equity Incentive Plan (the “Plan”). Except as otherwise defined herein, terms with initial capital letters shall have the same meanings set forth in the Plan. A copy of the Plan is attached to this Notice and Agreement. The terms and conditions of the Plan are incorporated herein by this reference. For purposes of Section 2.23, the definition of Misconduct shall be the same as the definition of “Cause” set forth in your Employment Agreement with the Company dated August 31, 2016 (“Employment Agreement”). This Option shall become vested and exercisable as follows: (i) 150,000 options shall vest on the one year anniversary of the Start Date; and (ii) the remaining 300,000 options shall vest monthly at a rate of 12,500 per month from month 13 to month 36. If your employment is terminated prior to the end of the three (3) year period, this Option is exercisable only with respect to the “cumulative shares vested” as of the date of your termination. Per the Plan, there shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. In addition, accelerated vesting applies to the extent provided for in your Employment Agreement in connection with a Change of Control (as defined therein) and certain termination events. Annex A hereto (Vesting Schedule) indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the number indicated beside that date, provided that the Participant has not suffered a Termination of Employment prior to the applicable vesting date. By accepting this grant and exercising any portion of the Option, you represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and the Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to accept as binding, conclusive, and final all of the Administrator’s decisions regarding, and all interpretations of, the Plan and the Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated above. Please return a signed copy of this Notice of Grant and Stock Option Agreement to Digital Turbine, Inc., and retain a copy for your records. PARTICIPANT Xxxxxxx Xxxxxxxx DIGITAL TURBINE, INC. _________________________________________ ____________________________________________ ANNEX A VESTING SCHEDULE [TO BE GENERATED] Vesting Date Shares Vested Cumulative Shares Vested SCHEDULE C CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENTbonus.

Bonus Criteria. For In addition to the Stub-PeriodBase Salary and Section 3(d) Restricted Stock compensation, Executive shall be eligible to receive 25as compensation for performance during fiscal years 2011, 2012, and 2013, a performance-based bonus award equal to up to 125% of Salary earned with respect to the Stub Period as a bonus if the Stub Year Revenue and Adjusted EBITDA Targets have been achieved plus an additional 25% of Salary earned with respect to the Stub Period as a bonus if merited by Executive’s individual overall performance of his dutiesBase Salary for the applicable fiscal year (hereafter, such bonus for 2011, 2012 and 2013 is referred to as an “Annual Performance Bonus,” which, together with the Section 3(d) Restricted Stock is referred to herein collectively as the “Bonus”), as determined further provided below in the discretion this Section 3(d). The award of the Compensation Committee after receiving input from the Chief Executive Officer Annual Performance Bonus for fiscal years 2011, 2012 and the Executive. For the Year 1 and Year 2 Periods, Executive shall receive 25% of Salary earned with respect to Year 1 and/or Year 2, as applicable, as a bonus if the Year 1/Year 2 Targets have been achieved plus an additional 25% of Salary earned with respect to Year 1 and/or Year 2, as applicable, as a bonus if merited by Executive’s individual overall performance of his duties, as determined in the discretion of the Compensation Committee after receiving input from the Chief Executive Officer and the Executive. Achievement of financial targets 2013 shall be determined promptly by criteria (the “Bonus Criteria”) established as provided in this Agreement. The 2011 Bonus Criteria are set forth on Exhibit D; the 2011 Annual Performance Bonus shall be in the amount of (i) the percentage set forth on the table annexed at Exhibit C that corresponds to the Company’s 2011 Adjusted EPS multiplied by (ii) Executive’s Base Salary for calendar year 2011. The Bonus Criteria for fiscal years after 2011 shall be measured by the Employerlevel of the Company’s annual financial statements Adjusted Earnings Per Share growth over the preceding fiscal year and the levels of increase in Adjusted Earnings Per Share for the fiscal year for which the applicable period have been publicly issued Bonus Criteria are established and certified by the Employercorresponding percentage of Base Salary figures (which shall in any event provide for an Annual Performance Bonus of up to 125% of Executive’s auditors. Any interpretative issues in reconciling Adjusted EBITDA or a Public Earnings Measure to audited numbers shall (a) be resolved as much as possible based on the Employer’s publicly filed reconciliations of the same and (b) as to any other questions Base Salary), which shall be determined in the reasonable discretion of the Compensation Committee after good faith discussion with Executive. Bonus targets that have not been achieved to the level required established by this Schedule A shall not entitle Executive to a pro-rated bonus unless the Compensation Committee in the exercise of its sole discretion determines that a pro-rated bonus is appropriatediscretion, to determine the amount of the Annual Performance Bonus for such fiscal year. SCHEDULE B DIGITAL TURBINEThe Compensation Committee may, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN NOTICE OF GRANT AND STOCK OPTION AGREEMENT Name: Xxxxxxx Xxxxxxxxx Plan Name: Amended and Restated 2011 Equity Incentive Plan Effective September 12, 2016, (“Grant Date”), you have been granted a non-qualified stock option (the “Option”) to purchase four hundred fifty thousand (450,000) shares of Digital Turbine, Inc. (the “Company”) common stock at an Exercise Price of _______ per share pursuant to the Mandalay Digital Group, Inc. Amended and Restated 2011 Equity Incentive Plan (the “Plan”). Except as otherwise defined herein, terms with initial capital letters but shall have no obligation to, continue using the same meanings percentage increases in Adjusted Earnings Per Share and corresponding percentage of salary figures as set forth on Exhibit C in determining the Plancriteria for Executive’s Annual Performance Bonus for 2012 and 2013. A copy The Base Salary used to determine the amount of the Plan is attached to this Notice and Agreement. The terms and conditions of the Plan are incorporated herein by this reference. For purposes of Section 2.23, the definition of Misconduct Annual Performance Bonus shall be the same as Base Salary in effect during the definition of “Cause” set forth in your Employment Agreement with fiscal year for which the Company dated August 31, 2016 (“Employment Agreement”)Base Annual Performance Bonus is being determined. This Option The Bonus Criteria for any fiscal year after 2011 shall become vested and exercisable as follows: (i) 150,000 options shall vest on be established by the one year anniversary of the Start Date; and (ii) the remaining 300,000 options shall vest monthly at a rate of 12,500 per month from month 13 to month 36. If your employment is terminated prior to Compensation Committee before the end of the three (3) year period, this Option is exercisable only with respect to the “cumulative shares vested” as of the date of your termination. Per the Plan, there shall be no proportionate or partial vesting Company’s first fiscal quarter in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. In addition, accelerated vesting applies to the extent provided for in your Employment Agreement in connection with a Change of Control (as defined therein) and certain termination events. Annex A hereto (Vesting Schedule) indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the number indicated beside that date, provided that the Participant has not suffered a Termination of Employment prior to the applicable vesting date. By accepting this grant and exercising any portion of the Option, you represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and the Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to accept as binding, conclusive, and final all of the Administrator’s decisions regarding, and all interpretations of, the Plan and the Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated above. Please return a signed copy of this Notice of Grant and Stock Option Agreement to Digital Turbine, Inc., and retain a copy for your records. PARTICIPANT Xxxxxxx Xxxxxxxx DIGITAL TURBINE, INC. _________________________________________ ____________________________________________ ANNEX A VESTING SCHEDULE [TO BE GENERATED] Vesting Date Shares Vested Cumulative Shares Vested SCHEDULE C CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENTsuch fiscal year.

Bonus Criteria. For the Stub-Period, Executive shall receive 2550% of Salary earned with respect to the Stub Period as a bonus if the Stub Year Revenue and Adjusted EBITDA Targets have been achieved achieved; plus an additional 2550% of Salary earned with respect to the Stub Period as a bonus if merited by Executive’s individual overall performance actual revenue and Adjusted EBITDA for the Stub Year are at least 200% of his duties, Stub Year Revenue and Adjusted EBITDA Targets; plus an additional 50% of Salary earned with respect to the Stub Period as determined a bonus in the sole discretion of the Compensation Committee after receiving input from based on extraordinary financial and business performance of the Chief Executive Officer and Employer during the Executiveapplicable period (beyond the level required to achieve 100% of Salary in the Stub Period). For the Year 1 and Year 2 Periods, Executive shall receive 2550% of Salary earned with respect to Year 1 and/or Year 2, as applicable, as a bonus if the Year 1/Year 2 Targets have been achieved achieved; plus an additional 2550% of Salary earned with respect to Year 1 and/or or Year 2, as applicable, as a bonus if merited by Executive’s individual overall performance actual annual revenue and the Public Earnings Measure for Year 1 or Year 2 as applicable are at least 200% of his dutiesthe applicable Year 1/Year 2 Targets; plus an additional 50% of Salary earned with respect to Year 1 or Year 2, as determined applicable, as a bonus in the sole discretion of the Compensation Committee after receiving input from based on extraordinary financial and business performance of the Chief Executive Officer and Employer during the Executiveapplicable period (beyond the level required to achieve 100% of Salary in Year 1 or Year 2, as applicable). Achievement of financial targets shall be determined promptly after the Employer’s annual financial statements for the fiscal year for the applicable period have been publicly issued and certified by the Employer’s auditors. Any interpretative issues in reconciling Adjusted EBITDA or a Public Earnings Measure to audited numbers shall (a) be resolved as much as possible based on the Employer’s publicly filed reconciliations of the same and (b) as to any other questions shall be determined in the reasonable discretion of the Compensation Committee after good faith discussion with Executive. Bonus targets that have not been achieved to the level required by this Schedule A shall not entitle Executive to a pro-rated bonus unless the Compensation Committee in its sole discretion determines that a pro-rated bonus is appropriate. SCHEDULE Schedule B DIGITAL TURBINE, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN NOTICE OF GRANT AND STOCK OPTION AGREEMENT Name: Xxxxxxx Xxxxxxxxx Plan Name: Amended and Restated 2011 Equity Incentive Plan Effective September 12, 2016, (“Grant Date”), you have been granted a non-qualified stock option (the “Option”) to purchase four hundred fifty thousand (450,000) shares of Digital Turbine, Inc. (the “Company”) common stock at an Exercise Price of _______ per share pursuant to the Mandalay Digital Group, Inc. Amended and Restated 2011 Equity Incentive Plan (the “Plan”). Except as otherwise defined herein, terms with initial capital letters shall have the same meanings set forth in the Plan. A copy of the Plan is attached to this Notice and Agreement. The terms and conditions of the Plan are incorporated herein by this reference. For purposes of Section 2.23, the definition of Misconduct shall be the same as the definition of “Cause” set forth in your Employment Agreement with the Company dated August 31, 2016 (“Employment Agreement”). This Option shall become vested and exercisable as follows: (i) 150,000 options shall vest on the one year anniversary of the Start Date; and (ii) the remaining 300,000 options shall vest monthly at a rate of 12,500 per month from month 13 to month 36. If your employment is terminated prior to the end of the three (3) year period, this Option is exercisable only with respect to the “cumulative shares vested” as of the date of your termination. Per the Plan, there shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. In addition, accelerated vesting applies to the extent provided for in your Employment Agreement in connection with a Change of Control (as defined therein) and certain termination events. Annex A hereto (Vesting Schedule) indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the number indicated beside that date, provided that the Participant has not suffered a Termination of Employment prior to the applicable vesting date. By accepting this grant and exercising any portion of the Option, you represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and the Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to accept as binding, conclusive, and final all of the Administrator’s decisions regarding, and all interpretations of, the Plan and the Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated above. Please return a signed copy of this Notice of Grant and Stock Option Agreement to Digital Turbine, Inc., and retain a copy for your records. PARTICIPANT Xxxxxxx Xxxxxxxx DIGITAL TURBINE, INC. _________________________________________ ____________________________________________ ANNEX A VESTING SCHEDULE [TO BE GENERATED] Vesting Date Shares Vested Cumulative Shares Vested SCHEDULE C CALIFORNIA LABOR CODE SECTION 2870 INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT