Common use of Employee Stock Purchase Plan Clause in Contracts

Employee Stock Purchase Plan. As soon as practicable following the date of this Agreement, the Company Board shall adopt such resolutions or take such actions as are required under applicable Law and the Company’s Employee Stock Purchase Plan (“ESPP”) to: (i) immediately suspend any right to increase contributions into the ESPP and freeze contribution rates currently in effect; (ii) suspend all further contributions to the ESPP as of April 23, 2005 (the “Suspension Date”); (iii) designate and treat the second (2nd) Business Day following the Suspension Date as the last day of the Option Period (as such term is defined in the ESPP) now in progress under the ESPP; (iv) in accordance with the ESPP, provide that the Option Price (as such term is defined in the ESPP) for the current Option Period for employees whose contributions to the ESPP (A) commenced as of January 1, 2005 shall be $11.98 (the “January ESPP Price”)) and (B) commenced as of April 1, 2005 shall be $10.82 (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, in each case, is equal to 85% of the average of the high and low sales prices of the Company Common Stock of the applicable first day of the current Option Period; (v) suspend commencement of any new Option Periods under the ESPP; (vi) assure that all amounts contributed by each participant under the ESPP and not theretofore withdrawn are converted pursuant to the ESPP immediately prior to the Effective Time into the right to receive an amount in cash equal to the product of (A) the per share Merger Consideration, multiplied by (B) such participant’s ESPP Number (as defined below); and (vii) terminate the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP Price.

Employee Stock Purchase Plan. As soon as practicable following the date of this Agreement, the board of directors of the Company Board (or the appropriate committee thereof) shall adopt such take all necessary actions, including adopting any necessary resolutions or take such actions as are required under applicable Law and amendments, to (i) terminate the Company’s 2002 Employee Stock Purchase Plan (the “ESPPStock Purchase Plan”) to: (i) as of no later than immediately suspend any right prior to increase contributions into the ESPP and freeze contribution rates currently in effect; Effective Time, (ii) suspend all further contributions to ensure that no option period under the ESPP as Stock Purchase Plan shall be commenced on or after the date of April 23this Agreement, 2005 (the “Suspension Date”); (iii) designate and treat if the second Effective Time shall occur prior to the end of the option periods in existence under the Stock Purchase Plan on the date of this Agreement, cause a new exercise date to be set under the Stock Purchase Plan, which date shall be the end of the payroll period that is at least ten (2nd10) Business Day following Days prior to the Suspension Date as the last day of the Option Period (as such term is defined in the ESPP) now in progress under the ESPP; anticipated Effective Time, (iv) prohibit participants in the Stock Purchase Plan from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Stock Purchase Plan in accordance with the ESPPterms and conditions of the Stock Purchase Plan), (v) provide that the Option Price (as such term is defined in the ESPP) for the current Option Period for employees whose contributions to the ESPP (A) commenced as of January 1, 2005 shall be $11.98 (the “January ESPP Price”)) and (B) commenced as of April 1, 2005 shall be $10.82 (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, in each case, is equal to 85% amount of the average accumulated contributions of the high and low sales prices of the Company Common Stock of the applicable first day of the current Option Period; (v) suspend commencement of any new Option Periods under the ESPP; (vi) assure that all amounts contributed by each participant under the ESPP and not theretofore withdrawn are converted pursuant to the ESPP Stock Purchase Plan as of immediately prior to the Effective Time into the right to receive an amount in cash equal shall, to the product extent not used to purchase shares of (A) Company Common Stock in accordance with the per share Merger Consideration, multiplied by (B) such participant’s ESPP Number terms and conditions of the Stock Purchase Plan (as defined belowamended pursuant to this Section 2.11), be refunded to such participant as promptly as practicable following the Effective Time (without interest); and (viivi) terminate ensure that no current or former employees, officers, directors or other service providers of Company and its Subsidiaries or their beneficiaries have any right to receive shares of Parent Common Stock under the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP PriceStock Purchase Plan.

Employee Stock Purchase Plan. As soon as practicable following the date of this Agreementhereof, the Company Board of Directors (or, if appropriate, any committee administering the ESPP) shall adopt such resolutions or take such other actions as are may be required under applicable Law and to provide that, with respect to the Company’s Employee Stock Purchase Plan (“ESPP”) to: (i) immediately suspend any right to increase contributions into the ESPP and freeze contribution rates currently each individual participating in effect; (ii) suspend all further contributions to the ESPP as of April 23, 2005 (the “Suspension Date”); (iii) designate and treat the second (2nd) Business Day following the Suspension Date as the last day of the Option Period an Offering (as such term is defined in the ESPP) now in progress under as of the ESPP; date hereof (ivthe “Final Offering”) shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in accordance with effect when the ESPPFinal Offering commenced or (y) to make separate non-payroll contributions to the ESPP on or following the date hereof, provide that (ii) no individual who is not participating in the Option Price ESPP as of the date hereof may commence participation in the ESPP following the date hereof, (iii) the Final Offering shall end on (and the final Exercise Date (as such term is defined in the ESPP) for shall be) the current Option Period for employees whose contributions earlier to the ESPP occur of August 31, 2016 and a date that is five (A5) commenced as of January 1, 2005 shall be $11.98 (the “January ESPP Price”)) and (B) commenced as of April 1, 2005 shall be $10.82 (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, in each case, is equal to 85% of the average of the high and low sales prices of the Company Common Stock of the applicable first day of the current Option Period; (v) suspend commencement of any new Option Periods under the ESPP; (vi) assure that all amounts contributed by each participant under the ESPP and not theretofore withdrawn are converted pursuant to the ESPP immediately calendar days prior to the Effective Time (the “Final Exercise 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 terms of the ESPP as of the end of the Final Offering, (v) the ESPP shall terminate on the date immediately prior to the date of the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter and (vi) no new Offering periods shall be commenced after the date hereof. Section 1.7(f) of the Company Disclosure Letter sets forth (x) as of July 8, 2016 and (y) the Company’s reasonable estimate as of August 31, 2016: (A) the aggregate number of shares of Company Common Stock to be purchased under the ESPP, and (B) the aggregate purchase price for such shares under the ESPP (in each case assuming for this purpose that the Merger Consideration is the Fair Market Value of the Common Stock (as defined in the ESPP) of Company Common Stock on the Exercise Date (as defined in the ESPP) and assuming the Exercise Date is July 8, 2016 or August 31, 2016, as applicable), as determined in accordance with the immediately preceding sentence. All shares of Company Common Stock purchased on the Final Exercise Date shall be cancelled at the Effective Time and converted into the right to receive an amount the Merger Consideration in cash equal to accordance with the product terms and conditions of (A) the per share Merger Consideration, multiplied by (B) such participant’s ESPP Number (as defined below); and (vii) terminate the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP Pricethis Agreement.

Employee Stock Purchase Plan. As soon as practicable following the date of this Agreement, the Board of Directors of the Company or the compensation committee of the Board shall of Directors of the Company will adopt such resolutions or and take such other reasonable actions as are may be required under applicable Law and to provide that with respect to the Company’s Employee Stock Purchase Plan (the “ESPP”): (A) to: (i) immediately suspend any right to increase contributions into participants in the ESPP may not alter their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the ESPP), (B) no offering period will be commenced after the date of this Agreement (it being understood that the current offering(s) in progress as of the date hereof shall continue, and freeze contribution rates shares of Company Common Stock shall be issued to participants thereunder on the next currently in effect; (ii) suspend all further contributions scheduled purchase date thereunder occurring after the date hereof as provided under, and subject to the ESPP terms and conditions of, the ESPP), (C) in accordance with the terms of the ESPP, any offering in progress as of April 23the Effective Time shall be shortened, 2005 (and the “Suspension Offering Termination Date”); (iii) designate and treat the second (2nd) Business Day following the Suspension Date as the last day of the Option Period ” (as such term is defined in the ESPP) now in progress shall be the Business Day immediately preceding the Effective Time, (D) each then outstanding option under the ESPP; ESPP shall be exercised automatically on such Offering Termination Date, (ivE) the ESPP shall be terminated effective immediately prior to the Effective Time and (F) the amount of the accumulated contributions of each participant under the ESPP as of immediately prior to the Effective Time shall, to the extent not used to purchase shares of capital stock of the Company in accordance with the ESPP, provide that be refunded to such participant as promptly as practicable following the Option Price Effective Time (as such term is defined without interest). Notwithstanding any restrictions on transfer of stock in the ESPP) for the current Option Period for employees whose contributions to the ESPP (A) commenced as of January 1, 2005 shall be $11.98 (the “January ESPP Price”)) and (B) commenced as of April 1, 2005 shall be $10.82 (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, treatment in each case, is equal to 85% of the average of the high and low sales prices of the Company Common Stock of the applicable first day of the current Option Period; (v) suspend commencement Merger of any new Option Periods under the ESPP; (vi) assure that all amounts contributed by each participant under the ESPP and not theretofore withdrawn are converted stock purchased pursuant to the ESPP immediately prior to the Effective Time into the right to receive an amount as described under this provision shall be in cash equal to the product of (A) the per share Merger Consideration, multiplied by (B) such participant’s ESPP Number (as defined belowaccordance with Section 2.02(a); and (vii) terminate the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP Price.

Employee Stock Purchase Plan. As soon as practicable following No later than ten (10) days after the date of this Agreement, the Company Board shall adopt such resolutions or take such actions as are required under applicable Law and the Company’s Employee Stock Purchase Plan all action that may be necessary to, (“ESPP”a) to: provide that (i) immediately suspend any right no new individuals will be permitted to increase contributions into enroll in the Company ESPP following the date of this Agreement and freeze contribution rates currently in effect; (ii) suspend all further contributions not allow any increase in the amount of participants’ payroll deduction elections under the Company ESPP during the current offer period from those in effect on the date of this Agreement, (b) cause the current offer period to terminate on the earlier of (i) five (5) days prior to the ESPP date on which the Effective Time occurs and (ii) the expiration date of the current offer period; (c) make any pro rata adjustments that may be necessary to reflect the shortened offer period, but otherwise treat any shortened offer period as a fully effective and completed offer period for all purposes pursuant to the Company ESPP; and (d) cause the exercise (as of April 23, 2005 no later than two (the “Suspension Date”); (iii) designate and treat the second (2nd2) Business Day following Days prior to the Suspension Date date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the accumulated payroll deductions credited as of such date pursuant to the last day Company ESPP within each participant’s account to the purchase of the Option Period (as such term is defined in the ESPP) now in progress under the ESPP; (iv) whole shares of Company Common Stock in accordance with the ESPP, provide that the Option Price (as such term is defined in the ESPP) for the current Option Period for employees whose contributions to the ESPP (A) commenced as of January 1, 2005 shall be $11.98 (the “January ESPP Price”)) and (B) commenced as of April 1, 2005 shall be $10.82 (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, in each case, is equal to 85% of the average of the high and low sales prices terms of the Company Common Stock ESPP (with any amount remaining in a participant’s account following such purchase paid to the Participant in accordance with the terms of the applicable first day Company ESPP). Following the termination or expiration of the current Option Period; (v) suspend commencement of any offer period, no new Option Periods under the ESPP; (vi) assure that all amounts contributed by each participant under the ESPP and not theretofore withdrawn are converted pursuant to the ESPP offer period will be commenced. Effective immediately prior to and effective as of the Effective Time into the right to receive an amount in cash equal (but subject to the product consummation of (A) the per share Merger ConsiderationMerger), multiplied by (B) such participant’s ESPP Number (as defined below); and (vii) the Company shall terminate the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP PriceCompany ESPP.

Employee Stock Purchase Plan. As soon as practicable following the date of this Agreementhereof, the Company Board (or, if appropriate, any committee administering the ESPP) shall adopt such resolutions or take such other actions as are may be required under applicable Law and to provide that, with respect to the Company’s Employee Stock Purchase Plan ESPP: (“ESPP”a) to: if the current offering period is scheduled to end after the Closing Date, (i) immediately suspend any right to increase contributions into the ESPP and freeze contribution rates currently in effect; (ii) suspend all further contributions to the ESPP as of April 23, 2005 (the “Suspension Date”); (iii) designate and treat the second (2nd) Business Day following the Suspension Date as the last day of the Option Period (as final exercise date for such term is defined in the ESPP) now in progress under the ESPP; (iv) in accordance with the ESPP, provide that the Option Price (as such term is defined in the ESPP) for the current Option Period for employees whose contributions to the ESPP (A) commenced as of January 1, 2005 offering period shall be $11.98 no later than the date that is five (the “January ESPP Price”)5) and (B) commenced as of April 1, 2005 shall be $10.82 (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, in each case, is equal to 85% of the average of the high and low sales prices of the Company Common Stock of the applicable first day of the current Option Period; (v) suspend commencement of any new Option Periods under the ESPP; (vi) assure that all amounts contributed by each participant under the ESPP and not theretofore withdrawn are converted pursuant to the ESPP immediately days prior to the Effective Time (the “Final Exercise Date”), (ii) 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 Final Exercise Date and (iii) the ESPP shall terminate on the date immediately prior to the date on which the Effective Time occurs and no further rights shall be granted or exercised under the ESPP thereafter; (b) if the current offering period is scheduled to end prior to the Closing Date, such offering period and the ESPP shall be operated in the ordinary course in accordance with the existing terms of the ESPP and such offering period (except as provided under clause (c)); and (c) from and after the date hereof, no new offering periods shall commence under the ESPP, no new participants shall be entitled to enroll in the ESPP, and no current ESPP participants shall be permitted to increase their elections under the ESPP. All shares of Company Common Stock purchased on the Final Exercise Date pursuant to clause (a) shall be cancelled at the Effective Time and converted into the right to receive an amount the Merger Consideration in cash equal to accordance with the product terms and conditions of (A) the per share Merger Consideration, multiplied by (B) such participant’s ESPP Number (as defined below); and (vii) terminate the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP Pricethis Agreement.

Employee Stock Purchase Plan. As soon as practicable following the date of this Agreementhereof, the Company Board of Directors (or, if appropriate, any committee administering the ESPP) shall adopt such resolutions or take such other actions as are may be required under applicable Law and to provide that, with respect to the Company’s Employee Stock Purchase Plan (“ESPP”) to: (i) immediately suspend any right to increase contributions into each individual participating in the ESPP and freeze contribution rates currently in effect; (ii) suspend all further contributions to the ESPP as of April 23, 2005 (the “Suspension Date”); (iii) designate and treat the second (2nd) Business Day following the Suspension Date as the last day of the Option Period Offering (as such term is defined in the ESPP) now in progress under as of the ESPP; date hereof (ivthe “Final Offering”) shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in accordance with effect when the ESPPFinal Offering commenced or (y) to make separate non-payroll contributions to the ESPP on or following the date hereof, provide that (ii) no individual who is not participating in the Option Price ESPP as of the date hereof may commence participation in the ESPP following the date hereof, (iii) the Final Offering shall end on (and the final Purchase Date (as such term is defined in the ESPP) for shall be) the current Option Period for employees whose contributions earlier to occur of July 31, 2013 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, (v) the ESPP shall terminate the date immediately prior to the date of the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter and (vi) no new Offering Periods (as defined in the ESPP) shall be commenced after the date hereof. Section 1.7(e) of the Company Disclosure Letter sets forth: (A) commenced as the aggregate number of January 1shares of Company Common Stock to be purchased under the ESPP, 2005 shall be $11.98 (the “January ESPP Price”)) and (B) commenced as of April 1, 2005 shall be $10.82 the aggregate purchase price for such shares under the ESPP (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, in each case, case assuming for this purpose that the Merger Consideration is equal to 85% the Fair Market Value (as defined in the ESPP) of the average of the high and low sales prices of the Company Common Stock of on the applicable first day of the current Option Period; Purchase Date (v) suspend commencement of any new Option Periods under as defined in the ESPP; (vi) assure that all amounts contributed by each participant under and the ESPP and not theretofore withdrawn are converted pursuant to Purchase Date is the ESPP immediately date prior to the date of this Agreement), as determined in accordance with the immediately preceding sentence. 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 an amount the Merger Consideration in cash equal to accordance with the product terms and conditions of (A) the per share Merger Consideration, multiplied by (B) such participant’s ESPP Number (as defined below); and (vii) terminate the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP Pricethis Agreement.