X0306 4 2015-08-04 0 0001362925 Planet Payment Inc PLPM 0001342335 Cox Robert J III C/O PLANET PAYMENT, INC. 670 LONG BEACH BOULEVARD LONG BEACH NY 11561 0 1 0 0 SVP, CFO, Treasurer and COO Common Stock 2015-08-04 4 A 0 200000 0.01 A 554308 D Stock Option (Right to Buy) 2.59 2015-08-04 4 A 0 500000 0 A 2025-08-03 Common Stock 500000 500000 D This is a restricted stock grant under the Issuer's 2012 Equity Incentive Plan (the "Plan"), pursuant to which 50,000 shares of common stock vest in three (3) equal annual installments on each of May 1, 2016, May 1, 2017 and May 1, 2018, 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 150,000 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. Represents the closing price of the Issuer's common stock on August 4, 2015. This is a stock option grant under the Plan and will be vested and exercisable at the rate of one-third (1/3rd) of the total number of shares annually on May 1, 2016, May 1, 2017 and May 1, 2018, subject to certain conditions as set forth in the Plan. /s/ David R. Fishkin, as attorney-in-fact 2015-08-06