Common use of Employee Stock Purchase Plan Clause in Contracts

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws to (i) ensure that, except for the current offering period under the ESPP that commenced on May 1, 2024 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iii) the Final Offering shall end on the Closing Date, (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering, (v) the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (vi) the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following From and after the date of this Agreement and in any event prior to the Effective TimeAgreement, the Company shall take all actions (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required cause no further offering periods to commence under the ESPP and shall adopt any necessary or applicable Laws amendment or resolution, to (i) ensure that, except for the current offering period under prohibit new participants from participating in the ESPP that commenced and prohibit participants in the ESPP from increasing their payroll deductions from those in effect on May 1, 2024 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if provide that no offering period shall be commenced after the Closing shall occur prior to the end date of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPPthis Agreement, (iii) the Final Offering shall end on the Closing Date, (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering, (v) ensure that the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement Agreement, (iv) provide that each participant’s outstanding right to purchase shares of Company Common Stock under the ESPP shall be suspended immediately following the end of the current offering period thereunder (the “Current Offering Period”) or if earlier, each participant’s outstanding right to purchase shares of Company Common Stock under the ESPP shall terminate on the day that is seven Business Days immediately prior to the day on which the Acceptance Time occurs; provided that, in either case, all amounts allocated to each participant’s account under the ESPP as of such date shall thereupon be used to purchase from the Company shares of Company Common Stock at the applicable price for the Current Offering Period and such shares of Company Common Stock shall be subject to the provisions of Section 1.8; and (viv) the ESPP shall terminate in its entirety at the Effective Acceptance Time and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s Employee 2007 Team Member Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws to ensure that (iA) ensure that, except for the current three-month offering period under the ESPP that commenced on May April 1, 2024 2017 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iiiB) the Final Offering shall end on a date no later than the Business Day immediately preceding the Closing Date (the later of the date the Final Offering ends and the Business Day immediately preceding the Closing Date, the “ESPP Termination Date”), (ivC) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock Shares in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (vwithout interest) as soon as administratively practicable thereafter, (D) the applicable purchase price for shares of Company Common Stock Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (viE) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. As soon The Company shall take all actions reasonably necessary to provide that with respect to the Company ESPP: (a) participants may not increase their payroll deduction percentages or purchase elections from those in effect on the date of this Agreement; (b) no purchase period or offering period shall commence under the Company ESPP following the date of this Agreement; (c) each participant’s outstanding right to purchase shares of Company Stock under the Company ESPP shall be suspended immediately following the end of the purchase period in effect on the date of this Agreement or, if earlier, the end of the Business Day immediately prior to the Effective Time; provided that, in either case, all amounts allocated to each participant’s account under the Company ESPP as of such date shall thereupon be used to purchase immediately prior to the Effective Time from the Company whole shares of Company Stock at the applicable price under the Company ESPP for the then outstanding purchase period; (d) as promptly as reasonably practicable following the date purchase of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws to (i) ensure that, except for the current offering period under the ESPP that commenced on May 1, 2024 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iii) the Final Offering shall end on the Closing Date, (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP as of preceding clause (c), return to participants the end of funds, if any, that remain in the Final Offering, participants’ accounts after such purchase; and (ve) the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (vi) the ESPP shall terminate in its entirety at immediately prior to the Effective Time and so that no further purchase rights shall be granted or exercised under the Company ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company Flagstar shall take all actions (including obtaining any necessary determinations or and/or resolutions of the Company Flagstar Board or a committee thereof Flagstar Compensation Committee and, if appropriate, amending the terms of the CompanyFlagstar’s 2017 Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws laws to ensure that (i) ensure that, except for the current three-month offering period under the ESPP that commenced on May April 1, 2024 2021 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iii) the Final Offering shall end on a date no later than the business day immediately preceding the Closing Date (the earlier of the date the Final Offering ends and the business day immediately preceding the Closing Date, the “ESPP Termination Date”), (iviii) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Flagstar Common Stock in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (vwithout interest) as soon as administratively practicable thereafter, (iv) the applicable purchase price for shares of Company Flagstar Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (viv) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (iii).

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Timeend of the Final Offering (as defined below and as provided in clause (B)), the Company shall take all actions (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) and applicable Laws to ensure that (iA) ensure that, except for the current six (6) month offering period under the ESPP that commenced on May June 1, 2024 2015 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iiiB) the Final Offering shall will end on at the Closing Dateearlier to occur of December 1, 2015 and the date that is seven (7) business days prior to the anticipated Effective Time, (ivC) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock Shares in accordance with the ESPP as of the end of the Final Offering, (vD) the applicable purchase price for shares of Company Common Stock Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (viG) the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or and/or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws Law to ensure that (iA) ensure that, except for the current three-month offering period under the ESPP that commenced on May January 1, 2024 2015 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement; (B) if, (ii) if with respect to the Closing Final Offering, the Effective Time shall occur prior to March 31, 2015 (which is the end of Purchase Date, as defined in the Final OfferingESPP), (i) each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) 10 Business Days prior to the Closing Date Effective Time and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iiiii) the Final Offering shall end on immediately prior to the Closing DateEffective Time, and (iviii) any remaining accumulated but unused payroll deductions shall be distributed to the relevant participants without interest as promptly as practicable following such termination; (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock Shares in accordance with the ESPP as of the end of the Final Offering, Offering (vsubject to the provisions of the ESPP regarding the maximum number and value of shares purchasable per participant); (D) the applicable purchase price for shares of Company Common Stock Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement Agreement; (E) no individual shall be permitted to increase his or her rate of contribution under the ESPP following the date of this Agreement; and (viF) the ESPP shall terminate in its entirety at the Effective Time applicable time specified in Section 2.3 of the Plan of Arrangement and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. As soon The Company shall take all actions necessary to provide that with respect to the Company’s 1991 Employee Stock Plan, as amended (the “Company ESPP”), (a) participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement; (b) no purchase period or offering period shall commence under the Company ESPP following the date of this Agreement; (c) each participant’s outstanding right to purchase Shares under the Company ESPP shall be suspended immediately following the end of the purchase period in effect on the date of this Agreement or, if earlier, the end of the business day immediately prior to the Acceptance Date; provided that, in either case, all amounts allocated to each participant’s account under the Company ESPP as of such date shall thereupon be used to purchase on the Acceptance Date from the Company whole Shares at the applicable price under the Company ESPP for the then outstanding purchase period, which Shares shall be canceled at the Effective Time in exchange for the right to receive the Merger Consideration in accordance with Section 2.02(a); (d) as promptly as reasonably practicable following the date purchase of this Agreement Shares in accordance with the preceding clause (c), return to participants the funds, if any, that remain in the participants’ accounts after such purchase; and in any event (e) the Company ESPP shall terminate immediately prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) Time so that may be necessary or required under the ESPP and applicable Laws to (i) ensure that, except for the current offering period under the ESPP that commenced on May 1, 2024 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iii) the Final Offering shall end on the Closing Date, (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering, (v) the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (vi) the ESPP shall terminate in its entirety at the Effective Time and no further purchase rights shall be granted or exercised under the Company ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective TimeAgreement, the Company shall take all actions Board of Directors (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof andor, if appropriate, amending the terms of any committee administering the Company’s 1999 Employee Stock Purchase Plan Plan, as amended (the “ESPP”)) that shall adopt such resolutions or take such other actions as may be necessary or required under to provide that, with respect to the ESPP and applicable Laws to ESPP: (i) ensure that, except for each individual participating in the current offering period under Offering Period (as defined in the ESPP that commenced on May 1, 2024 ESPP) in progress as of the date of this Agreement (the “Final Offering”)) shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the Final Offering commenced, no offering period shall be authorized or commenced (y) to make separate non-payroll contributions to the ESPP on or after following the date of this Agreement, ; (ii) if the Closing shall occur prior to the end of the Final Offering, each no individual who is not participating in the Final Offering shall receive notice ESPP as of the Transactions no later than five (5) Business Days prior to date of this Agreement may commence participation in the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under ESPP following the ESPP, date of this Agreement; (iii) the Final Offering shall end on (and the Closing Date, final Purchase Date (as defined in the ESPP) shall be) the earlier to occur of June 14 2010 and a date that is five (5) calendar days prior to the Effective Time; (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the terms of the ESPP as of the end of the Final Offering, ; and (v) the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (vi) the ESPP shall terminate in its entirety at immediately following the Effective Time end of the Final Offering and no further rights shall be granted or exercised under the ESPP thereafter. All shares of Company Common Stock purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s 2017 Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws to ensure that (iA) ensure that, except for the current six-month offering period under the ESPP that commenced on May 115, 2024 2022 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iiiB) the Final Offering shall end on a date no later than the Business Day immediately preceding the Closing Date (the later of the date the Final Offering ends and the Business Day immediately preceding the Closing Date, the “ESPP Termination Date”), (ivC) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock Shares in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (vwithout interest) as soon as administratively practicable thereafter, (D) the applicable purchase price for shares of Company Common Stock Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (viE) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s Qualified Employee Stock Purchase Plan as Amended and Restated (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws to ensure that (iA) ensure that, except for the current three-month offering period under the ESPP that commenced on May October 1, 2024 2019 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iiiB) the Final Offering shall end on a date no later than the business day immediately preceding the Closing Date (the earlier of the date the Final Offering ends and the business day immediately preceding the Closing Date, the “ESPP Termination Date”), (ivC) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock Shares in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (vwithout interest) as soon as administratively practicable thereafter, (D) the applicable purchase price for shares of Company Common Stock Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (viE) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. As soon promptly as reasonably practicable following the date of this Agreement and (but in any event prior to the Effective Time), the Company shall take all actions (including obtaining any necessary determinations or and/or resolutions of the Company Board or a the compensation committee thereof of the Company Board and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws to to: (i) ensure that, (A) except for the current offering period under the ESPP that commenced on May 1, 2024 (the “Final Offering”)Offerings, no new offering period periods shall be authorized or commenced on or after the date of this Agreement, (B) participants may not increase deductions under the ESPP after the date of this Agreement and (C) no new participants may begin participation after the date of this Agreement; (ii) ensure that if the Closing shall is reasonably expected to occur prior to the end of the Final OfferingOfferings, (A) each individual participating in the Final Offering Offerings shall receive be given notice of the Transactions transactions contemplated by this Agreement no later than five (5) 10 Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under withdraw from such Final Offerings in accordance with Sections 9 and 24 of the ESPP, and (B) the Final Offerings shall each end on a date prior to the Closing Date as determined by the Board or the compensation committee of the Company Board; (iii) the Final Offering shall end on the Closing Date, (iv) ensure that each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock Shares in accordance with the ESPP as of the end of the Final Offering, Offerings; (viv) ensure that the applicable purchase price for shares of Company Common Stock Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement Agreement; and (viv) ensure that the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Timehereof, the Company shall take all actions (including obtaining any necessary determinations or resolutions of with respect to the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”)) reasonably satisfactory to Parent that may be are necessary or required under the ESPP and applicable Laws to provide that: (i) ensure that, except for the current with respect to any offering period under in effect as of the ESPP that commenced on May 1, 2024 date hereof (the “Final OfferingCurrent ESPP Offering Period”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iii) the Final Offering shall end on the Closing Date, (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering, (v) the applicable purchase price for shares of Company Common Stock shall employee who is not be decreased below the levels set forth a participant in the ESPP as of the date hereof may become a participant in the ESPP and no participant may increase the percentage amount of this Agreement and his or her payroll deduction election from that in effect on the date hereof for the Current ESPP Offering Period; (viii) subject to the consummation of the Transactions, the ESPP shall terminate effective immediately prior to the Effective Time; (iii) the Current ESPP Offering Period shall be the final offering period under the ESPP, and if the Current ESPP Offering Period terminates prior to the Effective Time, then the ESPP shall be suspended and no new offering period shall be commenced under the ESPP prior to the termination of this Agreement; and (iv) if any Current ESPP Offering Period is still in its entirety effect at the Effective Time and no further rights Time, then the last day of such Current ESPP Offering Period shall be granted accelerated to a date before the Merger Closing Date determined by the Company Board (or exercised under relevant committee thereof) in its discretion and the ESPP thereafterfinal settlement or purchase of shares of the Company Common Stock thereunder shall be made on that day.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s Employee 's 2007 Team Member Stock Purchase Plan (the “"ESPP”")) that may be necessary or required under the ESPP and applicable Laws to ensure that (iA) ensure that, except for the current three-month offering period under the ESPP that commenced on May April 1, 2024 2017 (the “"Final Offering”"), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iiiB) the Final Offering shall end on a date no later than the Business Day immediately preceding the Closing Date (the later of the date the Final Offering ends and the Business Day immediately preceding the Closing Date, the "ESPP Termination Date"), (ivC) each ESPP participant’s 's accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock Shares in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (vwithout interest) as soon as administratively practicable thereafter, (D) the applicable purchase price for shares of Company Common Stock Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (viE) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. As soon On the date of this Agreement, the Company shall suspend the ESPP as reasonably practicable following of the end of the current purchase period under the ESPP (the “Current Purchase Period”) and shall cause no further purchase periods to commence under the ESPP from and after the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining by adopting any necessary determinations or resolutions of the Company Board applicable amendment or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws resolution to (i) ensure that, except for provide that the current offering period Current Purchase Period and each participant’s outstanding right to purchase Company Common Stock under the ESPP shall terminate as of the end of the Current Purchase Period, (ii) provide that commenced on May 1, 2024 (the “Final Offering”), no further offering period or purchase periods shall be authorized or commenced on or after the date of this Agreement, (iiiii) terminate the ESPP prior to the Effective Time and (iv) if the Closing shall Effective Time would otherwise occur prior to before the end of the Final OfferingCurrent Purchase Period, each individual participating in shorten the Final Offering shall receive notice Current Purchase Period as of the Transactions no later than five (5) Business Days a specified trading day at least ten days prior to the Closing Date and date on which the Effective Time occurs. The Company shall have an opportunity to terminate his ensure, by amendment or her outstanding purchase rights other action necessary, that participants in the ESPP may not increase their payroll deduction during the Current Purchase Period from those in effect on the date of this Agreement. All amounts accrued in each participant’s account under the ESPP, ESPP as of the purchase date at the end of the Current Purchase Period (iii) the Final Offering shall end on the Closing Date, whether or not it is shortened in accordance with clause (iv) each ESPP participant’s accumulated contributions under the ESPP above) shall thereupon be used to purchase from the Company shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering, (v) at the applicable price for the Current Purchase Period (it being understood that the purchase price for such shares of Company Common Stock shall not be decreased below the levels set forth exceed $72,000 in the ESPP as of the date of this Agreement aggregate), and (vi) the ESPP shall terminate in its entirety at the Effective Time and no further rights such shares shall be granted or exercised under subject to the ESPP thereafterprovisions of Section 2.5.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective TimeAgreement, the Company shall take all actions Board of Directors (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof andor, if appropriate, amending the terms of any committee administering the Company’s 2007 Employee Stock Purchase Plan Plan, dated as of August 1, 2007 (the “ESPP”)) that shall adopt such resolutions or take such other actions as may be necessary or required under to provide that, with respect to the ESPP and applicable Laws to ESPP: (i) ensure that, except for each individual participating in the current offering period under Offering (as defined in the ESPP that commenced on May 1, 2024 ESPP) in progress as of the date of this Agreement (the “Final Offering”)) shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the Final Offering commenced, no offering period shall be authorized or commenced (y) to make separate non-payroll contributions to the ESPP on or after following the date of this Agreement, ; (ii) if the Closing shall occur prior to the end of the Final Offering, each no individual who is not participating in the Final Offering shall receive notice ESPP as of the Transactions no later than five (5) Business Days prior to date of this Agreement may commence participation in the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under ESPP following the ESPP, date of this Agreement; (iii) the Final Offering shall end on the Closing Dateearlier to occur of January 31, 2010 and a date that is ten (10) calendar days prior to the Effective Time; (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the terms of the ESPP as of the end of the Final Offering, ; and (v) the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (vi) the ESPP shall terminate in its entirety at immediately following the Effective Time end of the Final Offering and no further rights shall be granted or exercised under the ESPP thereafter. All shares of Company Common Stock purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.

Employee Stock Purchase Plan. As soon Effective as reasonably practicable following of no later than immediately preceding the date of this Agreement and in any event prior Effective Time, the Company shall have terminated the Company ESPP. Prior to the Effective Time, the Company shall take all actions Board (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof andor, if appropriate, amending any committee administering the Company’s ESPP) shall adopt such resolutions with respect to the Company ESPP to provide that (i) all outstanding purchase rights under the Company ESPP shall automatically be exercised, in accordance with the terms of the Company’s Employee Stock Purchase Plan (Company ESPP, prior to the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws to (i) ensure that, except for the current offering period under the ESPP that commenced on May 1, 2024 Effective Time (the “Final OfferingPurchase”), (ii) the Company ESPP shall terminate with such purchase and no offering period further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be authorized permitted (x) to increase the amount of his or commenced her rate of payroll contributions thereunder from the rate in effect on or after the date of this Agreement, or (iiy) if the Closing shall occur prior to make separate non-payroll contributions to the end Company ESPP on or following the date of the Final Offeringthis Agreement, each and (iv) no individual who is not participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iii) the Final Offering shall end on the Closing Date, (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering, (v) the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (vi) may commence participation in the Company ESPP following the date of this Agreement. All shares of Company Common Stock purchased in the Final Purchase shall terminate in its entirety be cancelled at the Effective Time and no further rights shall be granted or exercised under converted into the ESPP thereafterright to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.