Common use of Employee Stock Purchase Plan Clause in Contracts

Employee Stock Purchase Plan. 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 purchase of 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 (e) the Company ESPP shall terminate immediately prior to the Effective Time so that no further purchase rights shall be granted or exercised under the Company ESPP thereafter.

Employee Stock Purchase Plan. The Company shall take all actions reasonably 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 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 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 Business Day immediately prior to the Acceptance DateEffective 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 on immediately prior to the Acceptance Date Effective Time from the Company whole Shares shares of Company Stock 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 purchase of Shares shares of Company Stock in accordance with the preceding clause (c), return to participants the funds, if any, that remain in the participants’ accounts after such purchase; and (e) the Company ESPP shall terminate immediately prior to the Effective Time so that no further purchase rights shall be granted or exercised under the Company ESPP thereafter.

Employee Stock Purchase Plan. The 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 to provide that with respect to determinations and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s 1991 Employee 2007 Team Member Stock Plan, as amended Purchase Plan (the “Company ESPP”)) that may be necessary or required under the ESPP and applicable Laws to ensure that (A) except for the three-month offering period under the ESPP that commenced on April 1, 2017 (a) participants may not increase their payroll deductions the “Final Offering”), no offering period shall be authorized or purchase elections from those in effect commenced on or after the date of this Agreement; , (bB) the Final Offering shall end on a date no purchase period or offering period shall commence 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”), (C) each ESPP participant’s accumulated contributions under the Company ESPP following the date of this Agreement; (c) each participant’s outstanding right shall be used to purchase Shares under in accordance with the Company ESPP shall be suspended immediately following as of the end of the Final Offering, with any remaining contributions returned to the participant (without interest) as soon as administratively practicable thereafter, (D) the applicable purchase period price for Shares shall not be decreased below the levels set forth in effect on the ESPP as of 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 purchase of 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 (eE) the Company ESPP shall terminate immediately prior to in its entirety upon the Effective Time so that ESPP Termination Date and no further purchase rights shall be granted or exercised under the Company ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. The As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B)), the Company shall take all actions that may be necessary to provide that with respect to or required under the Company’s 1991 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “Company ESPP”) and applicable Laws to ensure that (A) except for the six (6) month offering period under the ESPP that commenced on June 1, 2015 (the “Final Offering”), (a) participants may not increase their payroll deductions no offering period shall be authorized or purchase elections from those in effect commenced on or after the date of this Agreement; , (bB) no purchase period or offering period shall commence the Final Offering will end at the earlier to occur of December 1, 2015 and the date that is seven (7) business days prior to the anticipated Effective Time, (C) each ESPP participant’s accumulated contributions under the Company ESPP following shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement; , (cE) each participant’s outstanding right no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the Company ESPP shall be suspended immediately following for the end remainder of the purchase period Final Offering, (F) only participants in effect on the ESPP as of the date of this Agreement or, if earlier, may continue to participate in 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 remainder of the Final Offering and (G) the ESPP shall be canceled terminate in its entirety 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 purchase of 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 (e) the Company ESPP shall terminate immediately prior to the Effective Time so that no further purchase rights shall be granted or exercised under the Company ESPP thereafter.

Employee Stock Purchase Plan. The As soon as practicable following the date hereof (but in any event within two (2) Business Days), the Board of Directors of the Company (or, if appropriate, any committee administering the Company’s 2014 Employee Stock Purchase Plan (the “ESPP”)) shall adopt resolutions or take all actions action by written consent in lieu of a meeting as necessary to provide that that, with respect to the Company’s 1991 Employee Stock Plan, as amended (the “Company ESPP”), (ai) participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement; (b) ESPP shall be suspended such that no purchase period or new offering period shall periods will commence under the Company ESPP following the date of this Agreement; Agreement and no changes or elections can be made after the date hereof, (cii) each participant’s outstanding right to purchase Shares under the Company ESPP shall be suspended immediately following the end of the purchase offering period in effect as of the date hereof will end on the earlier of its regular end date and fourteen (14) Business Days prior to the Effective Time, (iii) the ESPP will, contingent upon the occurrence of the Closing, be terminated 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 purchase of Shares in accordance with the preceding clause (c), return to participants the funds, if any, that remain in the participants’ accounts after such purchase; occurs and (e) the Company ESPP shall terminate immediately prior to the Effective Time so that no further purchase rights shall be granted or exercised under the Company ESPP thereafter, and (iv) the Company will promptly refund all participant contributions remaining in the ESPP after processing the purchase of Company Common Stock with respect to each offering period in effect as of the date hereof.

Employee Stock Purchase Plan. The 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 to provide that with respect to determinations and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s 1991 Employee 's 2007 Team Member Stock Plan, as amended Purchase Plan (the “Company "ESPP”")) that may be necessary or required under the ESPP and applicable Laws to ensure that (A) except for the three-month offering period under the ESPP that commenced on April 1, 2017 (the "Final Offering"), (a) participants may not increase their payroll deductions no offering period shall be authorized or purchase elections from those in effect commenced on or after the date of this Agreement; , (bB) the Final Offering shall end on a date no purchase period or offering period shall commence 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"), (C) each ESPP participant's accumulated contributions under the Company ESPP following the date of this Agreement; (c) each participant’s outstanding right shall be used to purchase Shares under in accordance with the Company ESPP shall be suspended immediately following as of the end of the Final Offering, with any remaining contributions returned to the participant (without interest) as soon as administratively practicable thereafter, (D) the applicable purchase period price for Shares shall not be decreased below the levels set forth in effect on the ESPP as of 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 purchase of 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 (eE) the Company ESPP shall terminate immediately prior to in its entirety upon the Effective Time so that ESPP Termination Date and no further purchase rights shall be granted or exercised under the Company ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. The Effective as of no later than immediately preceding the Effective Time, the Company shall take all actions necessary have terminated the Company ESPP. Prior to provide that the Effective Time, the Company Board (or, if appropriate, any committee administering the Company’s ESPP) shall adopt such resolutions with respect to the Company’s 1991 Employee Stock PlanCompany ESPP to provide that (i) all outstanding purchase rights under the Company ESPP shall automatically be exercised, as amended in accordance with the terms of the Company ESPP, prior to the Effective Time (the “Company ESPPFinal Purchase”), (aii) participants may the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be permitted (x) to increase their the amount of his or her rate of payroll deductions or purchase elections contributions thereunder from those the rate in effect on the date of this Agreement; , or (by) to make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement, and (iv) no purchase period or offering period shall individual who is not participating in the Company ESPP as of the date of this Agreement may commence under participation in the Company ESPP following the date of this Agreement; (c) each participant’s outstanding right to purchase Shares under . All shares of Company Common Stock purchased in the Company ESPP Final Purchase 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 cancelled at the Effective Time in exchange for and converted into the right to receive the Merger Consideration in accordance with Section 2.02(a); (d) as promptly as reasonably practicable following the purchase terms and conditions of 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 (e) the Company ESPP shall terminate immediately prior to the Effective Time so that no further purchase rights shall be granted or exercised under the Company ESPP thereafterthis Agreement.

Employee Stock Purchase Plan. The As promptly as practicable following the date of this Agreement (but in any event prior to the Effective Time), the Company shall take all actions (including obtaining any necessary to provide determinations and/or resolutions of the Company Board or the compensation committee of the Company Board and, if appropriate, amending the terms of the ESPP) that with respect to may be necessary or required under the Company’s 1991 Employee Stock Plan, as amended ESPP and applicable Laws to: (the “Company ESPP”)i) ensure that, (aA) except for the Final Offerings, no new offering periods shall be authorized or commenced on or after the date of this Agreement, (B) participants may not increase their payroll deductions or purchase elections from those in effect on under the ESPP after the date of this Agreement and (C) no new participants may begin participation after the date of this Agreement; (bii) ensure that if the Closing is reasonably expected to occur prior to the end of the Final Offerings, (A) each individual participating in the Final Offerings shall be given notice of the transactions contemplated by this Agreement no purchase period later than 10 Business Days prior to the Closing Date and shall have an opportunity to 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 offering period shall commence the compensation committee of the Company Board; (iii) ensure that each ESPP participant’s accumulated contributions under the Company ESPP following shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offerings; (iv) ensure that the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement; and (cv) each participant’s outstanding right to purchase Shares under ensure that the Company ESPP shall be suspended immediately following the end of the purchase period terminate 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 its entirety 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 purchase of 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 (e) the Company ESPP shall terminate immediately prior to the Effective Time so that no further purchase rights shall be granted or exercised under the Company ESPP thereafter.