X0306 4 2015-08-04 0 0001362925 Planet Payment Inc PLPM 0001295097 Williams Carl J C/O PLANET PAYMENT, INC. 670 LONG BEACH BOULEVARD LONG BEACH NY 11561 1 1 0 0 President & CEO Common Stock 2015-08-04 4 A 0 300000 0.01 A 618166 D Common Stock 15000 I By Baikal Group, LLC Stock Option (Right to Buy) 2.59 2015-08-04 4 A 0 925446 0 A 2025-08-03 Common Stock 925446 925446 D This is a restricted stock grant under the Issuer's 2012 Equity Incentive Plan (the "Plan"), pursuant to which 75,000 shares of common stock vest in two (2) equal annual installments on each of May 1, 2016 and May 1, 2017, subject to a certain minimum price condition with respect to the market price of the common stock and acceleration upon a change in control; and the remaining 225,000 shares of common stock become fully vested upon the achievement of a certain minimum price condition with respect to the market price of the common stock or minimum EBITDA. The Reporting Person holds a 50% membership interest in Baikal Group, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Represents the closing price of Issuer common stock on August 4, 2015. This is a stock option grant under the Plan and will be vested and exercisable as follows: 308,482 shares on August 4, 2015, 308,482 shares on May 1, 2016 and the remaining 308,482 shares on May 1, 2017, subject to certain conditions as set forth in the Plan. /s/ David R. Fishkin, as attorney-in-fact 2015-08-06