Company Equity Awards and ESPP Clause Samples

Company Equity Awards and ESPP. (a) Prior to the Offer Acceptance Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof) that may be necessary (under the Company Equity Plans and award agreements pursuant to which Company Equity Awards are outstanding or otherwise) to (i) accelerate the vesting and exercisability (as applicable) of each unexercised Company Option and Company RSU Award then outstanding so that each such Company Equity Award shall be fully vested and exercisable (as applicable) effective as of immediately prior to, and contingent upon, the Effective Time in accordance with Section 2.8(a), (ii) terminate each Company Equity Plan (except as otherwise agreed by Parent and a holder thereof) effective as of and contingent upon the Effective Time and (iii) following the vesting acceleration described in sub-clause (i) above, cause, as of the Effective Time, each unexpired and unexercised Company Option and each unexpired Company RSU Award then outstanding as of immediately prior to the Effective Time (and each plan, if any, under which any Company Equity Award may be granted except, with respect to any such plan, as otherwise agreed by Parent and a holder thereof) to be cancelled, terminated and extinguished in exchange for the payment of cash pursuant to Section 2.8. (b) Prior to the Offer Acceptance Time, the Company shall take all actions necessary or required under the ESPP and Legal Requirements to, contingent on the Effective Time, (i) ensure that no new Offering Period (as defined in the ESPP) shall be authorized or commenced on or after the date of this Agreement and (ii) with respect to each Offering Period in existence under the ESPP on the date of this Agreement, provide that no participant may increase contributions under the ESPP following the date of this Agreement and cause the Business Day prior to the Offer Acceptance Time to be treated as the last day of such Offering Period and the final day of the then-current Purchase Period (as defined in the ESPP) under such Offering Period and use the ESPP participants’ accumulated contributions to purchase shares under the ESPP on such date, and by make such other pro-rata adjustments as may be necessary to reflect the shortened Offering Period and shortened Purchase