On November 1, 2012, the board of directors (the "Board") of Qualys, Inc. (the "Company"), upon the recommendation of the compensation committee of the Board, approved the compensation for non-employee directors of the Company (the "Outside Directors"). The compensation committee's recommendation to adopt the same was based, in part, upon the results of a review conducted by Compensia, a compensation consultant previously engaged by the compensation committee to review the Company's compensation practices for Outside Directors and to compare such practices to the compensation practices of comparable companies. Outside Directors will receive compensation in the form of equity and cash, as described below:

Equity Compensation

Upon joining the Board, each newly elected Outside Director will receive an option to purchase 21,000 shares (the "Initial Award") of the Company's common stock. The term of the Initial Award will be ten years and the exercise price will be the fair market value, as determined in accordance with the Company's 2012 Equity Incentive Plan (the "Plan") on the date of the grant. The shares underlying the Initial Award will vest as to 1/36 of the total shares subject to such award monthly over a period of three years following the date of grant, subject to continued service on the Board through each vesting date.

On the date of each annual meeting of the Company's stockholders, each Outside Director who has served on the Board for at least six months prior to such date will be granted an option to purchase 12,000 shares (the "Annual Option Award") of the Company's common stock. The term of the Annual Option Award will be ten years and the exercise price will be the fair market value, as determined in accordance with the Plan on the date of the grant. All of the shares underlying the Annual Option Award will vest as to 1/12 of the total shares subject to such award monthly over a period of one year following the date of grant, subject to continued service on the Board through each vesting date.

Notwithstanding the vesting schedules described above, the vesting of each Initial Award and each Annual Option Award will accelerate in full upon a "change in control" (as defined in the Plan).

Cash Compensation

Each Outside Director will receive an annual fee of $30,000 in cash for serving on the Board (the "Annual Fee"). In addition to the Annual Fee, the lead independent director will be entitled to an additional annual fee of $15,000 in cash.

The chairpersons and members of the Board's three standing committees will be entitled to the following annual cash fees:

                                                       Chairperson      Member
      Board Committee                                     Fee*            Fee
      Audit Committee                                 $      15,000     $ 7,500
      Compensation Committee                          $      10,000     $ 5,000
      Nominating and Corporate Governance Committee   $       6,000     $ 3,000

* Any Outside Director who serves as chairperson of a committee shall not be entitled to a member fee for the same committee.