Block, Inc.

The following definitions are used in this Plan:

(a)

“Applicable Laws” means the requirements relating to the administration of equity-based awards and the related issuance of Shares under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and, only to the extent applicable with respect to an Award or Awards, the tax, securities or exchange control laws of any jurisdictions other than the United States where Awards are, or will be, granted under the Plan. Reference to a section of an Applicable Law or regulation related to that section shall include such section or regulation, any valid regulation issued under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(b)

“Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.

(c)

“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Cash- Based Awards or Other Stock-Based Awards.

(d)

“Award Agreement” means the written or electronic agreement setting forth the terms applicable to an Award granted under the Plan. The Award Agreement is subject to the terms of the Plan.

(e)

“Board” means the Board of Directors of the Company.

(f)

“Cause” is as defined in the Participant’s Service Agreement, if any, or if not so defined, means the Participant’s:

(i)

willful and continued failure to perform or gross negligence in the performance of Participant’s job responsibilities;

(ii)

conviction of or pleading guilty ornolo contendereto any crime that involves dishonesty;

(iii)

unauthorized use or disclosure of any proprietary information or trade secrets of any Company Group member or any other party to whom the Participant owes an obligation of nondisclosure as a result of the Participant’s relationship with the Company Group except as required by law;

(iv)

conflict of interest that causes harm or cost to the Company Group;

(v)

violation of any Company policy, including but not limited to those prohibiting sexual harassment, unlawful discrimination, dishonesty or workplace violence, or any material breach of any written agreement with any Company Group member;

(vi)

actions or behavior that is reasonably likely to cause serious harm to the reputation of the Company;

(vii)

willful and continued failure to perform or gross negligence in the performance of job responsibilities; or

(viii)

job abandonment.

(g)

“Change in Control” means the occurrence of any of the following events:

(i)

A change in the ownership of the Company which occurs on the date that any Person acquires ownership of the stock of the Company that, with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a Change in Control under this Section 25(f)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more Subsidiary corporations or other business entities; or

(ii)

A change in the effective control of the Company which occurs on the date a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the appointment or election. For this Section 25(f)(ii), if any Person is in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii)

A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross Fair Market Value equal to or more than 50% of the total gross Fair Market Value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided that for this Section 25(f)(iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets:

(1)

a transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or

(2)

a transfer of assets by the Company to:

(A)

a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock,

(B)

an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company,

(C)

a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or

(D)

an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in subsections 25(f)(i) through 25(f)(iii).

For this definition, gross Fair Market Value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, Persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

A transaction will not be a Change in Control:

(iv)

with respect to any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code); or

(v)

if its sole purpose is to (1) change the state of the Company’s incorporation, or (2) create a holding company owned in substantially the same proportions by the Persons who held the Company’s securities immediately before such transaction.

(h)

“Code” means the Internal Revenue Code of 1986. Reference to a section of the Code or regulation related to that section shall include such section or regulation, any valid regulation issued under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(i)

“Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board.

(j)

“Common Stock” means the Class A common stock of the Company.

(k)

“Company” means Block, Inc., a Delaware corporation, or any of its successors.

(l)

“Company Group” means the Company, any Parent or Subsidiary of the Company, and any entity that, from time to time and at the time of any determination, directly or indirectly, is in control of, is controlled by or is under common control with the Company.

(m)

“Consultant” means any natural Person engaged by a member of the Company Group to render bona fide services to such entity or who has accepted an offer of service or consultancy from the Company or any Subsidiary; providedthe services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly promote or maintain a market for the Company’s securities. A Consultant must be a Person to whom the issuance of Shares registered on Form S-8 under the Securities Act is permitted.

(n)

“Director” means a member of the Board.

(o)

“Effective Date” means the date on which stockholder approval of the Plan is obtained.

(p)

“Employee” means any Person, including Officers and Directors, employed by the Company or any member of the Company Group or any prospective employee or Officer who has accepted an offer of employment from the Company or any Subsidiary, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or Applicable Laws. However, with respect to Incentive Stock Options, an Employee must be employed by the Company or any Parent or Subsidiary of the Company.

(q)

“Exchange Act” means the U.S. Securities Exchange Act of 1934.

(r)

“Exchange Program” means a program under which outstanding Awards are surrendered or canceled in exchange for awards of the same type (which may have higher or lower Exercise Prices and different terms), awards of a different type and/or cash, Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other Person or entity selected by the Administrator, and/or the Exercise Price of an outstanding Award is increased or reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion, subject to the terms of the Plan (including Section 19 hereof).

(s)

“Expiration Date” means the last possible day on which an Option or Stock Appreciation Right may be exercised. Any exercise must be completed by midnight California Time between the Expiration Date and the following date.

(t)

“Fair Market Value” means, as of any date, the value of a Share, determined as follows:

(i)

If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, the Fair Market Value will be the closing sales price for a Share (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported by such source as the Administrator determines to be reliable;

(ii)

If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, on the last Trading Day such bids and asks were reported), as reported by such source as the Administrator determines to be reliable;

(iii)

Absent an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

Notwithstanding the foregoing, if the determination date for the Fair Market Value occurs on a weekend, holiday or other non-Trading Day, the Fair Market Value will be the price as determined under subsections (i) or (ii) above on the immediately preceding Trading Day, unless otherwise determined by the Administrator. In addition, for purposes of determining the fair market value of shares for any reason other than the determination of the Exercise Price of Options or Stock Appreciation Rights, fair market value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such purpose. Note that the determination of fair market value for purposes of tax withholding may be made in the Administrator’s sole discretion subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.

(u)

“Incentive Stock Option” means an Option that is intended to qualify and does qualify as an incentive stock option within the meaning of Section 422 of the Code.

(v)

“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(w)

“Officer” means a Person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(x)

“Option” means a stock option to acquire Shares granted under Section 4.

(y)

“Other Cash-Based Award” means an Award granted pursuant to Section 8, including cash awarded as a bonus or upon the attainment of specified performance criteria, as a result of an employee choice or election program or otherwise as permitted under the Plan.

(z)

“Other Stock-Based Award” means an Award granted pursuant to Section 8 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon the attainment of specified performance criteria or otherwise as permitted under the Plan.

(aa)

“Outside Director” means a Director who is not an Employee.

(bb)

“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(cc)

“Participant” means the holder of an outstanding Award.

(dd)

“Performance Awards” means an Award granted pursuant to Section 7.

(ee)

“Performance Period” means the period established by the Administrator with respect to any Performance Award during which the performance goals specified by the Administrator with respect to such Award are to be measured.

(ff)

“Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is subject to restrictions, and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(gg)

“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(hh)

“Plan” means this 2025 Equity Incentive Plan, as may be amended from time to time.

(ii)

“Restricted Stock” means Shares issued under an Award granted under Section 5 or issued as a result of the early exercise of an Option.

(jj)

“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value, granted under Section 6. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(kk)

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

(ll)

“Service Agreement” means any employment, severance, consulting or similar agreement between any Company Group member and a Participant.

(mm)

“Service Provider” means an Employee, Director or Consultant.

(nn)

“Share” means a share of Common Stock.

(oo)

“Stock Appreciation Right” means an Award granted (alone or in connection with an Option) under Section 4.

(pp)

“Subsidiary” means a “subsidiary corporation” as defined in Section 424(f) of the Code.

(qq)

“Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines.

(rr)

“Trading Day” means a day on which the applicable stock exchange or national market system is open for trading.