X0306 4 2015-02-06 0 0001490660 Marketo, Inc. MKTO 0001576480 Holmes Jason L 901 MARINERS ISLAND BLVD SAN MATEO CA 94404 0 1 0 0 SVP & Chief Customer Officer Common Stock 2015-02-06 4 A 0 30000.0 0.0 A 58588 D Performance Shares 0.0 2015-02-06 4 A 0 30000.0 0.0 A 2017-12-31 Common Stock 30000 30000 D Represents shares of common stock that are issuable pursuant to Restricted Stock Unit ("RSU") awards. The RSUs shall become vested as follows: twenty-five percent (25%) of the RSUs shall vest on the first Company Vest Date (as defined below) following the first anniversary of the date of grant (the "Initial Vest Date"), and twenty-five percent (25%) of the RSUs will vest each year thereafter on the Company Vest Date that occurs in the same month as the Initial Vest Date, subject to the reporting person continuing to be a service provider through each such date. "Company Vest Dates" are February 15, May 15, August 15, and November 15 of each year, provided, however that if a Company Vest Date would otherwise fall on a weekend or holiday, that Company Vest Date will be the first business day following the relevant Company Vest Date. Market stock units are performance share awards that are subject to vesting over three performance periods ending December 31, 2015, December 31, 2016 and December 31, 2017, in each case subject to the reporting person continuing to be a service provider through the applicable vesting date. The awards become eligible to vest based on the performance of the Company's stock price compared the total return of a share of the NASDAQ Composite Index over the same comparison periods and participants have the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of target performance. By: Margaretta Smith For: Jason L. Holmes 2015-02-10