ServiceNow, Inc.

Appendix A

Amended and Restated 2021 Equity

Incentive Plan

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose

present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and

Affiliates that exist now or in the future, by offering them an opportunity 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 the Plan by the Board, is 98,181,895 Shares.

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 result in reducing the number of Shares

available for issuance under the Plan. In the event that Participant tenders or the Company withholds Shares to

pay either the Exercise Price of an Award or the withholding taxes due upon the exercise or settlement of an

Award, (i) the full number of Shares exercised (including such number of Shares used to pay the Exercise Price

or withholding taxes) shall reduce the Number of Shares available for issuance under the Plan and (ii) such

number of Shares used to pay the Exercise Price or withholding taxes shall not be added to the Shares

authorized for grant 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 will 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 will reserve and keep available a sufficient number of

Shares as will be required to satisfy the requirements of all outstanding Awards granted under this Plan.

2.4. ISO Limitation. No more than 150,000,000 Shares will be issued pursuant to the exercise of ISOs granted

under the Plan.

2.5. Adjustment of Shares. If the number or class of outstanding Shares is changed by a stock dividend,

extraordinary dividend or distribution (whether in cash, shares, or other property, other than a regular cash

dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation,

reclassification, spin-off, or similar change in the capital structure of the Company, without consideration, then

(a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section

2.1, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c)

the number and class of Shares subject to other outstanding Awards, and (d) the maximum number and class

of Shares that may be issued as ISOs set forth in Section 2.4, will 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.

If, by reason of an adjustment pursuant to this Section 2.5, a Participant’s Award Agreement or other agreement related to

any Award, or the Shares subject to such Award, covers additional or different shares of stock or securities, then such

additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject to all

of the terms, conditions, and restrictions which were applicable to the Award or the Shares subject to such Award prior to

such adjustment.

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3. ELIGIBILITY. ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants,

Directors, and Non-Employee Directors, provided that such Consultants, Directors, and Non-Employee Directors

render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.

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 will

establish the terms for the grant of an Award to Non-Employee Directors. The Committee will have the

authority to:

(1)construe and interpret this Plan, any Award Agreement, and any other agreement or document

executed pursuant to this Plan;

(2)prescribe, amend, and rescind rules and regulations relating to this Plan or any Award;

(3)select persons to receive Awards;

(4)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) or

settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding

obligations or any other tax liability legally due, 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;

(5)determine the number of Shares or other consideration subject to Awards;

(6)determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the

definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if

necessary;

(7)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, Subsidiary, or Affiliate;

(8)grant waivers of Plan or Award conditions;

(9)determine the vesting, exercisability, and payment of Awards;

(10)correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any

Award Agreement;

(11)determine whether an Award has been vested and/or earned;

(12)determine the terms and conditions of any, and to institute any Exchange Program;

(13)reduce or modify any criteria with respect to Performance Factors;

(14)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;

(15)adopt terms and conditions, rules, and/or procedures (including the adoption of any subplan under this

Plan) relating to the operation and administration of the Plan to accommodate requirements of local law

and procedures outside of the United States or to qualify Awards for special tax treatment under laws of

jurisdictions other than the United States;

(16)exercise discretion with respect to Performance Awards;

(17)make all other determinations necessary or advisable for the administration of this Plan; and

(18)delegate any of the foregoing to a subcommittee or to one or more executive officers pursuant to a

specific delegation as permitted by applicable law, including but not limited to Section 157(c) of the

Delaware General Corporation Law.

4.2. Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award

will 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 will 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 will be submitted by the Participant or Company to the Committee for review.

The resolution of such a dispute by the Committee will 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 will be final and

binding on the Company and the Participant.

4.3. 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.

4.4. Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the

laws and practices in other countries in which the Company, its Subsidiaries, and Affiliates operate or have

Employees or other individuals eligible for Awards, the Committee, in its sole discretion, will have the power

and authority to: (a) determine which Subsidiaries and Affiliates will be covered by the Plan; (b) determine

which individuals outside the United States are eligible to participate in the Plan, which may include individuals

who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation or

agency; (c) modify the terms and conditions of any Award granted to individuals outside the United States or

foreign nationals to comply with applicable foreign laws, policies, customs, and practices; (d) establish

subplans and modify exercise procedures, vesting conditions, and other terms and procedures to the extent the

Committee determines such actions to be necessary or advisable (and such subplans and/or modifications will

be attached to this Plan as appendices, if necessary); and (e) take any action, before or after an Award is

made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local

governmental regulatory exemptions or approvals, provided, however, that no action taken under this Section

4.4 will increase the Share limitations contained in Section 2.1 hereof. Notwithstanding the foregoing, the

Committee may not take any actions hereunder, and no Awards will be granted, that would violate the

Exchange Act or any other applicable United States securities law, the Code, or any other applicable United

States governing statute or law.

5. OPTIONS. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable.

The Committee may grant Options to eligible Employees, Consultants, and Directors 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 terms of

this section.

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: (a) determine the nature, length, and

starting date of any Performance Period for each Option; and (b) 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 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 and provided 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 (“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: (a) the Exercise Price of an Option will be not less than one hundred percent (100%) of

the Fair Market Value of the Shares on the date of grant, and (b) 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

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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.

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: (a) notice of exercise (in such form as the Committee may specify from time to

time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized

third-party administrator), and (b) 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 of Service. If the Participant’s Service terminates 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 date Participant’s Service terminates,

no later than three (3) months after the date Participant’s Service terminates (or such shorter 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 date Participant’s employment terminates deemed to be the exercise of an NQSO), but in

any event no later than the expiration date of the Options.

(1)Death. If the Participant’s Service terminates because of the Participant’s death (or the Participant dies

within three (3) months after Participant’s Service terminates 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 date Participant’s Service terminates,

and must be exercised by the Participant’s legal representative, or authorized assignee no later than

twelve (12) months after the date Participant’s Service terminates (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.

(2)Disability. If the Participant’s Service terminates 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 date Participant’s Service terminates, and must be exercised by

the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12)

months after the date Participant’s Service terminates (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, with

any exercise beyond (a) three (3) months after the date Participant’s employment terminates when the

termination of Service 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 date Participant’s employment

terminates when the termination of Service 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.

(3)Cause. Unless otherwise determined by the Committee, if the Participant’s Service terminates for

Cause or if the Committee has reasonably determined in good faith that such cessation of Services has

resulted in connection with an act or failure to act constituting Cause (or such Participant’s Services

could have been terminated for Cause (without regard to the lapsing of any required notice or cure

periods in connection therewith) at the time such Participant terminated Service)), then Participant’s

Options (whether or not vested) will expire on the date of termination of Participant’s Service or at such

later time and on such conditions as are determined by the Committee, but in any event no later than

the expiration date of the Options. Unless otherwise provided in an employment agreement, Award

Agreement, or other applicable 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.

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. Subject to Section 18 of this Plan, by written notice to affected Participants,

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. A Restricted Stock Award is an offer by the Company to sell to an eligible

Employee, Consultant, or Director 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.

6.1. 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.

6.2. 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.

6.3. 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

period 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 will: (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 criteria.

6.4. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on

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7. STOCK BONUS AWARDS. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of

Shares for Services to be rendered or for past Services already rendered to the Company or any Parent, Subsidiary,

or Affiliate. All Stock Bonus Awards will be made pursuant to an Award Agreement. No payment from the Participant

will be required for Shares awarded pursuant to a Stock Bonus Award.

7.1. 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 period 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 will: (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.

7.2. 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.

7.3. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on

8. STOCK APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee,

Consultant, or Director 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 will be made pursuant to an Award Agreement.

8.1. 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 of Service 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 of the Shares on the date of

grant. 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: (i) determine the nature, length, and starting date

of any Performance Period for each SAR; and (ii) 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.

8.2. 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 will 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 the date Participant’s Service terminates (unless

determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply

to SARs.

8.3. 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 (a) the difference between the Fair Market Value of a Share

on the date of exercise over the Exercise Price, by (b) 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, 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 to the

extent applicable.

8.4. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the

date Participant’s Service terminates (unless determined otherwise by the Committee).

9. RESTRICTED STOCK UNITS. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant, or

Director covering a number of Shares that may be settled by issuance of those Shares (which may consist of

Restricted Stock) or in cash. All RSUs will be made pursuant to an Award Agreement.

9.1. 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 of Service on each RSU,

provided that no RSU will have a term longer than ten (10) years. 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: (i) determine the nature, length, and starting date of any Performance Period

for the RSU; (ii) select from among the Performance Factors to be used to measure the performance, if any;

and (iii) 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.

9.2. Form and Timing of Settlement. Payment of earned RSUs will 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 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 to the extent applicable.

9.3. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on

10. PERFORMANCE AWARDS.

10.1. Types of Performance Awards. A Performance Award is an award to an eligible Employee, Consultant, or

Director that is based upon the attainment of performance goals, as established by the Committee, and other

terms and conditions specified by the Committee, and may be settled in cash, Shares (which may consist of,

without limitation, Restricted Stock), other property, or any combination thereof. Grants of Performance Awards

will be made pursuant to an Award Agreement that cites Section 10 of the Plan.

(a)Performance Shares. The Committee may grant Awards of Performance Shares, designate the

Participants to whom Performance Shares are to be awarded, and determine the number of

Performance Shares and the terms and conditions of each such Award. Performance Shares will

consist of a unit valued by reference to a designated number of Shares, the value of which may be paid

to the Participant by delivery of Shares or, if set forth in the instrument evidencing the Award, of such

property as the Committee will determine, including, without limitation, cash, Shares, other property, or

any combination thereof, upon the attainment of performance goals, as established by the Committee,

and other terms and conditions specified by the Committee. The amount to be paid under an Award of

Performance Shares may be adjusted on the basis of such further consideration as the Committee will

determine in its sole discretion.

(b)Performance Units. The Committee may grant Awards of Performance Units, designate the Participants

to whom Performance Units are to be awarded, and determine the number of Performance Units and

the terms and conditions of each such Award. Performance Units will consist of a unit valued by

reference to a designated amount of property other than Shares, which value may be paid to the

Participant by delivery of such property as the Committee will determine, including, without limitation,

cash, Shares, other property, or any combination thereof, upon the attainment of performance goals, as

established by the Committee, and other terms and conditions specified by the Committee.

(c)Cash-Settled Performance Awards. The Committee may also grant cash-based Performance Awards to

Participants under the terms of this Plan. Such awards will be based on the attainment of performance

goals using the Performance Factors within this Plan that are established by the Committee for the

relevant performance period.

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10.2. Terms of Performance Awards. The Committee will determine, and each Award Agreement will set forth, the

terms of each Performance Award including, without limitation: (a) the amount of any cash bonus, (b) the

number of Shares deemed subject to an award of Performance Shares, (c) the Performance Factors and

Performance Period that will determine the time and extent to which each Performance Award will be settled,

(d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s termination of

Service on each Performance Award. In establishing Performance Factors and the Performance Period the

Committee will: (i) determine the nature, length, and starting date of any Performance Period; and (ii) select

from among the Performance Factors to be used; Each Performance Share will have an initial value equal to

the Fair Market Value of a Share on the date of grant. Prior to settlement the Committee will 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. Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the

date Participant’s Service terminates (unless determined otherwise by the Committee).

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;

(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;

(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.

The Committee may limit the availability of any method of payment, to the extent the Committee determines, in its

discretion, such limitation is necessary or advisable to comply with applicable law or facilitate the administration of the

Plan. Unless determined otherwise by the Committee, all payments under any of the methods indicated above shall be

made in United States dollars.

12. GRANTS TO NON-EMPLOYEE DIRECTORS.

12.1. General. 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. Calendar Year Limitation. No Non-Employee Director may receive Awards under the Plan that, when combined

with cash compensation received for service as a Non-Employee Director, exceed $750,000 in value (as

described below) in any calendar year. The value of Awards for purposes of complying with this maximum will

be determined as follows: (a) for Options and SARs, grant date fair value will be calculated using the Black-

Scholes valuation methodology or the Company’s regular valuation methodology for determining the grant date

fair value of Options for reporting purposes, 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 and the aggregate number of Shares subject to the Award, or (ii) calculating the product using an

average of the Fair Market Value over a number of trading days and the aggregate number of Shares subject to

the Award as determined by the Committee. 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. Eligibility. Awards pursuant to this Section 12 will 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.

12.4. Vesting, Exercisability and Settlement. Except as set forth in Section 21, Awards will 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 will not be less than the Fair Market Value of the Shares at the time that such Option

or SAR is granted.

12.5. Election to Receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual

retainer payments and/or meeting fees from the Company in the form of cash or Awards or a combination

thereof, if permitted, and as determined, by the Committee. Such Awards will be issued under the Plan. An

election under this Section 12.5 will be filed with the Company on the form prescribed by the Company.

13. WITHHOLDING TAXES.

13.1. Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or

a tax event occurs, the Company may require the Participant to remit to the Company, or to the Parent,

Subsidiary, or Affiliate, as applicable, employing the Participant an amount sufficient to satisfy applicable U.S.

federal, state, local, and international income tax, social insurance, payroll tax, fringe benefits tax, payment on

account or other tax‑related items (the “Tax-Related Items”) 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 withholding obligations for Tax-Related Items.

13.2. Stock Withholding. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and

pursuant to such procedures as it may specify from time to time and to limitations of local law, may require or

permit a Participant to satisfy such Tax Related Items legally due from the Participant, in whole or in part by

(without limitation) (a) paying cash, (b) having the Company withhold otherwise deliverable cash or Shares

having a Fair Market Value equal to the Tax-Related Items to be withheld, (c) delivering to the Company

already-owned shares having a Fair Market Value equal to the Tax-Related Items to be withheld, or (d)

withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either

through a voluntary sale or through a mandatory sale arranged by the Company. The Company may withhold

or account for these Tax-Related Items 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.

14. TRANSFERABILITY. 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 or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and

conditions as the Committee deems appropriate. All Awards will be exercisable: (a) during the Participant’s lifetime

only by the Participant or the Participant’s guardian or legal representative; (b) after the Participant’s death, by the

legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except ISOs, by a Permitted

Transferee.

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 dividend equivalent rights permitted by an applicable

Award Agreement. 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; provided, that 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; provided, further, that

the Participant will have no right to such stock dividends, stock distributions, or dividend equivalent rights with

respect to Unvested Shares, and any such dividends, stock distributions or dividend equivalent rights will be

accrued and paid only at such time, if any, as such Unvested Shares become vested Shares.

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 of Service at any time within three (3) months (or such

longer or shorter time determined by the Committee) after the later of the date Participant’s Service terminates

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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 Shares or other securities whether or not certificated, 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 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. An Exchange Program, including but not limited to any

repricing of Options or SARs, is not permitted without prior stockholder approval.

19. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is

in compliance with all applicable U.S. and foreign federal and state securities and exchange control and other 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, 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

foreign or state securities laws, exchange control 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, Subsidiary, or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary,

or Affiliate 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, provided that the exercise price and the number and nature of

shares issuable upon exercise of any Option or SAR, or any Award that is subject to Section 409A of the Code,

will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as

applicable. 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), provided that the exercise price and the number and nature of shares

issuable upon exercise of any Option or SAR, or any Award that is subject to Section 409A of the Code, will be

adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable.

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 and then

such Awards will terminate; for purposes of the foregoing, unless otherwise provided in the applicable Award

Agreement or otherwise determined by the Committee, acceleration of any Performance Award shall be based

on actual performance through the date of the Corporate Transaction. In addition, 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, 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.

The Board shall have full power and authority to assign the Company’s right to repurchase, right to re-acquire

and/or forfeiture rights to such successor or acquiring corporation. Awards need not be treated similarly in a

Corporate Transaction and treatment may vary from Award to Award and/or from Participant to Participant.

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 will not reduce the number of Shares authorized for grant under the Plan or authorized

for grant to a Participant in a 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 will accelerate and such

Awards will 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 will 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 April 16, 2021, which is the date this Plan, prior to its

amendment and restatement, was originally adopted by the Board. After this Plan is terminated or expires, no Awards

may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and

conditions and this Plan’s terms and conditions. This Plan and all Awards granted hereunder will be governed by and

construed in accordance with the laws of the State of Delaware (excluding its conflict of laws 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 will be governed by the version of this Plan then in effect at the time such Award was granted. No termination or

amendment of the Plan will affect any then-outstanding Award unless expressly provided by the Committee. In any

event, no termination or amendment of the Plan or any outstanding Award may adversely affect any then outstanding

Award without the consent of the Participant, unless such termination or amendment is necessary to comply with

applicable law, regulation, or rule.

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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 the Board to adopt such additional compensation arrangements 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 will comply with any policy adopted by the

Company from time to time covering transactions in the Company’s securities by Employees, officers, and/or

Directors of the Company, as well as with any applicable insider trading or market abuse laws to which the Participant

may be subject.

27. ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to

applicable law, will 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 officers, Employees, Directors or 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 will have the

following meanings:

28.1.“Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls, or is under common control

with, the Company, and (b) any entity in which the Company has a significant equity interest, in either case as

determined by the Committee, whether now or hereafter existing.

28.2. “Award” means any award under the Plan, including any Option, Performance Award, Restricted Stock, Stock

Bonus, Stock Appreciation Right, or Restricted Stock Unit.

28.3.“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, and country-specific appendix

thereto for grants to non-U.S. Participants, which will be in substantially a form (which need not be the same for

each Participant) that the Committee (or in the case of Award agreements that are not used for Insiders, the

Committee’s delegate(s)) has from time to time approved, and will comply with and be subject to the terms and

conditions of this Plan.

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

28.5.“Cause” means (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the

Company or deliberate violation of a Company policy; (ii) Participant’s commission of any act of fraud,

embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result

in material injury to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary

information or trade secrets of the Company or any other party to whom the Participant owes an obligation of

nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful breach of any

of his or her obligations under any written agreement or covenant with the Company. The determination as to

whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be

final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to

terminate a Participant’s employment or consulting relationship at any time as provided in Section 20 above,

and the term “Company” will be interpreted to include any Subsidiary or Parent, as appropriate.

Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or

replaced in each individual employment agreement, Award Agreement, or other applicable agreement with any

Participant, provided that such document supersedes the definition provided in this Section 28.5.

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

promulgated thereunder.

28.7.“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.

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

28.9.“Company” means ServiceNow, Inc., a Delaware corporation, or any successor corporation.

28.10.“Consultant” means any natural person, including an advisor or independent contractor, engaged by the

Company or a Parent, Subsidiary, or Affiliate to render services to such entity.

28.11.“Corporate Transaction” means the occurrence 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

(except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).

Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in

Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction, such

amount will become payable only if the event constituting a Corporate Transaction would also qualify as a

change in ownership or effective control of the Company or a change in the ownership of a substantial portion

of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and

may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has

been promulgated or may be promulgated thereunder from time to time.

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

28.13. “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 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 twelve (12) months.

28.14.“Effective Date” means the date the Plan is approved by the stockholders of the Company (which shall be

within twelve (12) months of the approval of the Plan by the Board).

28.15. “Employee” means any person, including officers and Directors, providing services as an employee to the

Company or any Parent, Subsidiary, or Affiliate. Neither service as a Director nor payment of a director’s fee by

the Company will be sufficient to constitute “employment” by the Company.

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

28.17.“Exchange Program”means a program approved by the Company’s stockholders pursuant to which (i)

outstanding Awards are surrendered, cancelled, or exchanged for cash, the same type of Award, or a different

Award (or combination thereof) or (ii) the exercise price of an outstanding Award is reduced.

28.18.“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.

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

(1)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 or such other source as the

Committee deems reliable;

(2)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 or such other source as the Committee deems reliable; or

(3)by the Board or the Committee in good faith.

28.20. “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.

28.21. “IRS” means the United States Internal Revenue Service.

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

Subsidiary, or Affiliate.

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

28.24.“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.

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

28.26.“Performance Award” means an Award as defined in Section 10 and granted under the Plan.

28.27.“Performance Factors” means any of the factors selected by the Committee and specified in an Award

Agreement, from among the following 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:

(1)profit before tax;

(2)billings;

(3)revenue;

(4)net revenue;

(5)earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings,

stock-based compensation expenses, depreciation, and amortization);

(6)operating income;

(7)operating margin;

(8)operating profit;

(9)controllable operating profit or net operating profit;

(10)net profit;

(11)gross margin;

(12)operating expenses or operating expenses as a percentage of revenue;

(13)net income;

(14)earnings per share;

(15)total stockholder return or relative total stockholder return;

(16)market share;

(17)return on assets or net assets;

(18)the Company’s stock price;

(19)growth in stockholder value relative to a pre-determined index;

(20)return on equity;

(21)return on invested capital;

(22)cash flow (including free cash flow or operating cash flows) or cash flow margins;

(23)cash conversion cycle;

(24)economic value added;

(25)individual confidential business objectives;

(26)contract awards or backlog;

(27)overhead or other expense reduction;

(28)credit rating;

(29)strategic plan development and implementation;

(30)succession plan development and implementation;

(31)improvement in workforce diversity;

(32)customer indicators and/or satisfaction;

(33)new product invention or innovation;

(34)attainment of research and development milestones;

(35)improvements in productivity;

(36)bookings;

(37)attainment of objective operating goals and employee metrics;

(38)sales;

(39)expenses;

(40)balance of cash, cash equivalents, and marketable securities;

(41)completion of an identified special project;

(42)completion of a joint venture or other corporate transaction;

(43)employee satisfaction and/or retention;

(44)research and development expenses;

(45)working capital targets and changes in working capital;

(46)net new annual contract value;

(47)net expansion rate; and

(48)any other metric that is capable of measurement as determined by the Committee.

The Committee may provide for one or more equitable adjustments to the Performance Factors to preserve the

Committee’s original intent regarding the Performance Factors at the time of the initial award grant, such as but not limited

to, adjustments in recognition of unusual or non-recurring items such as acquisition related activities or changes in

applicable accounting rules. It is within the sole discretion of the Committee to make or not make any such equitable

adjustments.

28.28.“Performance Period” means one or more periods of time, which may be of varying and overlapping

durations, as the Committee may select, over which the attainment of one or more Performance Factors will be

measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award.

28.29.“Performance Share” means an Award as defined in Section 10 and granted under the Plan.

28.30.“Performance Unit” means an Award as defined in Section 10 and granted under the Plan.

28.31.“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.

28.32.“Plan” means this ServiceNow, Inc. Amended and Restated 2021 Equity Incentive Plan.

28.33.“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.

28.34.“Restricted Stock Award” means an Award as defined in Section 6 and granted under the Plan, or issued

pursuant to the early exercise of an Option.

28.35.“Restricted Stock Unit” means an Award as defined in Section 9 and granted under the Plan.

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

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

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28.38.“Service” will mean service as an Employee, Consultant, Director, or Non-Employee Director, to the Company

or a Parent, Subsidiary, or Affiliate, subject to such further limitations as may be set forth in the Plan or the

applicable Award Agreement. A Participant will not be deemed to have ceased to provide Service in the case of

any leave of absence approved by the Company or as so provided pursuant to a formal policy adopted from

time to time by the Company and issued and promulgated to Participants in writing; provided that, with respect

to an ISO, such leave is for a period of not more than three (3) months or reemployment upon the expiration of

such leave is guaranteed by contract or statute. In the case of any Employee on an approved leave of

absence, or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-

time to part-time), the Committee may make such provisions respecting suspension or modification of vesting

of the Award while on leave from the employ of the Company or a Parent, Subsidiary, or Affiliate, or during such

change in working hours, 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 will have terminated

employment as of the date he or she ceases to provide Service (regardless of whether the termination is in

breach of local employment laws or is later found to be invalid) and employment will not be extended by any

notice period or garden leave mandated by local law, provided, however, that a change in status from an

Employee to a Consultant or Non-Employee Director (or vice versa) will not terminate the Participant’s Service,

unless determined by the Committee, in its discretion. The Committee will have sole discretion to determine

whether a Participant has ceased to provide Service and the effective date on which the Participant ceased to

provide Service.

28.39.“Shares” means shares of the Common Stock and the common stock of any successor entity of the Company.

28.40. “Stock Appreciation Right” means an Award defined in Section 8 and granted under the Plan.

28.41.“Stock Bonus” means an Award defined in Section 7 and granted under the Plan.

28.42. “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.

28.43.“Treasury Regulations” means regulations promulgated by the United States Treasury Department.

28.44.“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).