a participant withdraws from the plan, his or her option for the purchase of shares will be exercised automatically on the appropriate
exercise date and the maximum number of full shares subject to option will be purchased for such participant at the applicable
purchase price with the accumulated payroll deductions in his or her account. No fractional shares may be purchased; any payroll
deductions accumulated in a participant’s account that are not sufficient to purchase a full share will be retained in the
Participant’s account for the subsequent offering period. Any other monies left over in a participant’s account after
the exercise date will be returned to the participant. During a participant’s lifetime, a participant’s options are
exercisable only by him or her.
participant in the plan may withdraw all but not less than all the payroll deductions credited to his or her account and not yet
used to exercise his or her option under the plan at any time by giving written notice to the Company. All of the participant’s
payroll deductions credited to his or her account will be paid to such participant promptly after receipt of notice of withdrawal
and such participant’s option for the offering period will be automatically terminated and no further payroll deductions
for the purchase of shares will be made for such offering period. If a participant withdraws from an offering period, payroll
deductions will not resume at the beginning of the succeeding offering period unless the participant delivers to the Company a
new subscription agreement for the plan. Upon a participant’s ceasing to be an employee of the Company or one of its designated
subsidiaries, for any reason, he or she will be deemed to have elected to withdraw from the plan and the payroll deductions credited
to such participant’s account during the offering period but not yet used to exercise the option will be returned to such
granted under the ESPP are not transferable by a participant other than by will, by the laws of descent and distribution or pursuant
to the plan’s beneficiary designation provisions.
the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into
another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation
or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute
for the option, any purchase periods then in progress shall be shortened by setting a new exercise date and any offering periods
then in progress will end on the new exercise date. The new exercise date will be before the date of the Company’s proposed
sale or merger.
any change be made to our common stock by reason of any stock split, reverse stock split, stock dividend, combination, reclassification
or any other increase or decrease in the number of shares of common stock effected without receipt of consideration, appropriate
adjustments will be made to the per share price and number of shares issuable under the ESPP.
and Termination of Plan
Board of Directors (or a committee of the Board) may at any time and for any reason terminate or amend the plan. Except as otherwise
provided in the plan, no such termination can affect options previously granted, provided that an offering period may be terminated
by the Board (or a committee of the Board) on any exercise date if the Board (or a committee of the Board) determines that the
termination of the offering period or the plan is in the best interests of the Company and its stockholders. Unless otherwise
terminated, the plan has a term of ten years.