X0306 4 2018-12-21 0 0001107843 QUALYS, INC. QLYS 0001007707 COURTOT PHILIPPE F C/O QUALYS, INC. 919 E. HILLSDALE BLVD. FOSTER CITY CA 94404 1 1 1 0 Chairman, President & CEO Common Stock 2018-12-21 4 A 0 56250 0.00 A 5484192 D Common Stock 2018-12-21 4 A 0 33089 0.00 A 5517281 D Common Stock 2018-12-21 4 A 0 33088 0.00 A 5550369 D Common Stock 100000 I See Footnote Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. One-sixteenth of the RSUs will commence vesting on January 1, 2019 and will vest at end of each quarter, subject to the Reporting Person continuing as a service provider through each such date. Each performance-based Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of the Issuer's Common Stock and will vest based on the achievement of goals that are not market price goals but based on operating performance goals for the period January 2019 through December 2021 subject to the Reporting Person continuing as a service provider through the date that performance is certified. Each performance-based Restricted Share Unit ("PRSU") represents a contingent right to receive one share of the Issuer's Common Stock and will vest in 3 increments based on the achievement of goals that are not market price goals but based on operating performance goals for each of fiscal 2019, 2020, and 2021 subject to the Reporting Person continuing as a service provider through the date that performance is certified for the relevant fiscal year. These shares are held directly by a custodian under the Uniform Gifts to Minors Act for the benefit of the Reporting Person's minor child. /s/ Bruce Posey by power of attorney for Philippe F. Courtot 2018-12-27