Common use of ESPP Clause in Contracts

ESPP. As soon as administratively practicable following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1st) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, (y) no individual participating in any offering period in progress as of the date of this Agreement shall be permitted to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the last offering period commenced, or to make separate non-payroll contributions to the ESPP on or following the date of this Agreement; and (z) no individual who is not participating in the ESPP as of the date of this Agreement may commence participation in the ESPP following the date of this Agreement, (ii) end the last offering period that commenced prior to the date of this Agreement on the earlier to occur of its regularly scheduled end date under the terms of the ESPP or three (3) calendar days prior to the Effective Time, and (iii) cause the ESPP to terminate as of the Effective Time such that no further rights shall be granted or exercised under the ESPP thereafter. With respect to the offering period that is in effect on the date of this Agreement, each ESPP participant may apply his or her accumulated payroll deductions to purchase shares of the Company Common Stock under the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP shall be used to purchase Shares in accordance with the terms of the ESPP no later than three (3) business days prior to the Effective Time; provided, further, that the applicable purchase price per Share as set forth in the ESPP shall not be decreased below levels set forth in the ESPP as of the date hereof. All Shares of Company Common Stock purchased under the ESPP shall be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect thereto.

ESPP. As soon as administratively reasonably practicable following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1st) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, the Company shall take all necessary actions under the Company ESPP to provide that (ya) no individual participating the “Offering” (as defined in any offering period the Company ESPP) in progress effect as of the date of this Agreement shall be the final Offering (such period, the “Final Offering”) and no further Offering shall commence pursuant to the Company ESPP after the date of this Agreement, and (b) each individual participating in the Final Offering on the date of this Agreement shall not be permitted to (i) increase the amount of his or her payroll contribution rate of payroll contributions thereunder pursuant to the Company ESPP from the rate in effect when the last offering period commenced, Final Offering commenced or to (ii) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (z) no individual who is not participating in , except as may be required by applicable Legal Requirement. Prior to the ESPP as of Offer Acceptance Time, the date of this Agreement Company shall take all action that may commence participation in be necessary to, effective upon the ESPP following the date of this AgreementOffer Acceptance Time, (iiA) end cause the last offering period Final Offering, to the extent that commenced it would otherwise be ongoing at the Offer Acceptance Time, to be terminated no later than five business days prior to the date on which the Offer Acceptance Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the Final Offering, but otherwise treat the Final Offering as a fully effective and completed Offering for all purposes pursuant to the Company ESPP; and (C) cause the exercise (as of this Agreement on the earlier to occur of its regularly scheduled end date under the terms of the ESPP or three (3) calendar no later than five business days prior to the Effective Timedate on which the Offer Acceptance Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, and (iii) cause the ESPP to terminate Company shall apply the funds credited as of the Effective Time such that no further rights shall be granted or exercised under the ESPP thereafter. With respect date pursuant to the offering period that is in effect on the date of this Agreement, Company ESPP within each ESPP participant may apply his or her accumulated participant’s payroll deductions to purchase shares of the Company Common Stock under the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior withholding account to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP shall be used to purchase of Shares in accordance with the terms of the ESPP no later than three (3) business days prior Company ESPP, and each Share shall be an outstanding Share and entitled to the Effective Time; provided, further, that Merger Consideration. The Company shall adopt such resolutions as are necessary to terminate the applicable purchase price per Share as set forth in the Company ESPP shall not be decreased below levels set forth in the ESPP effective as of immediately prior to, and conditional upon the date hereof. All Shares of Company Common Stock purchased under occurrence of, the ESPP shall be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect theretoOffer Acceptance Time.

ESPP. As soon With respect to the Purchase Plan, (A) participation in the Purchase Plan shall be limited to those employees who are participants in the Purchase Plan on the date of this Agreement; (B) no new Offering Period (as administratively practicable following defined in the Purchase Plan), other than the Offering Period in effect as of the date of this Agreement, but not later than the day immediately prior to the date shall be authorized, continued or commenced on which the first (1st) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, ; (yC) no individual participating participants in any offering period in progress as of the date of this Agreement shall be permitted to Purchase Plan may not increase the amount of his their payroll deductions or her rate of payroll contributions thereunder purchase elections from the rate those in effect when the last offering period commenced, or to make separate non-payroll contributions to the ESPP on or following the date of this Agreement; and (zD) no individual who is not participating in if the ESPP as of the date of this Agreement may commence participation in the ESPP following the date of this Agreement, (ii) end the last offering period that commenced Offer Closing occurs prior to the date of this Agreement on Offering Termination Date (as defined in the earlier to occur of its regularly scheduled end date under the terms of the ESPP or three (3Purchase Plan) calendar days prior to the Effective Time, and (iii) cause the ESPP to terminate as of the Effective Time such that no further rights shall be granted or exercised under the ESPP thereafter. With with respect to the offering period that is Offering Period in effect on the date of this Agreement, then immediately prior to, and conditional upon the occurrence of, the Offer Closing, each ESPP participant may apply his or her accumulated payroll deductions to then-outstanding purchase shares of the Company Common Stock right under the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP Purchase Plan shall be used to purchase Shares in accordance with from the Company whole shares of Company Common Stock at the applicable price determined under the terms of the ESPP no later than three Purchase Plan using the tenth (310th) business days Business Day prior to the Effective Time; provided, further, that Offer Closing Date as the applicable purchase price per Share Offering Termination Date for such Offering Period (subject to such other pro-rata adjustments as set forth in the ESPP shall not may be decreased below levels set forth in the ESPP as necessary to reflect any shortening of the date hereof. All Shares Offering Period but otherwise treating such Offering Period as a fully effective and completed Offering Period for all purposes under the Purchase Plan); (E) any fractional shares of Company Common Stock purchased under that would result from the ESPP application of subsection (D) will be settled in cash promptly (and in any event within five (5) Business Days) following the Offer Closing; and (F) the Purchase Plan shall be considered outstanding Shares terminate, effective upon the earlier of the Offering Termination Date for all purposes the Offering Period in effect on the date of this Agreement, including, without limitation, for purposes of Agreement and the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect theretoOffer Closing Date.

ESPP. As of the date of this Agreement, no employee of the Company is participating in the ESPP, and there are no ongoing offering periods under the ESPP, and the Company shall not permit any new offering period following the date of this Agreement. As soon as administratively practicable after the date of this Agreement, the Company shall take all action that may be reasonably necessary to terminate the ESPP, subject to consummation of the Merger, no later than no later than five Business Days prior to the anticipated Closing Date. As soon as practicable after the date of this Agreement, the Company shall take all action that may be reasonably necessary to provide that: (i) no new Offering Period shall commence under the Company’s 2019 Employee Stock Purchase Plan (“ESPP”) following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1stii) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, (y) no individual participating in any offering period in progress as of the date of this Agreement shall be permitted to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the last offering period commenced, or to make separate non-payroll contributions to the ESPP on or following the date of this Agreement; and (z) no individual who is not participating participants in the ESPP as of the date of this Agreement may not increase their payroll deductions under, or make separate non-payroll contributions to, the ESPP from those in effect on the date of this Agreement; and (iii) no new participants may commence participation in the ESPP following the date of this Agreement. Prior to the Effective Time, the Company shall take all action that the Company determines to be reasonably necessary to: (iiA) end the last cause any offering period or purchase period that commenced otherwise would be in progress at the Effective Time to be the final offering period under the ESPP and to be terminated no later than five Business Days prior to the date anticipated Closing Date (the “Final Exercise Date”); (B) make any pro-rata adjustments that may be necessary to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes under the ESPP; (C) cause each participant’s then-outstanding share purchase right under the ESPP (the “ESPP Rights”) to be exercised as of this Agreement on the earlier to occur Final Exercise Date; and (D) terminate the ESPP as of, and contingent upon, the Effective Time. On the Final Exercise Date, the funds credited as of its regularly scheduled end such date under the ESPP within the associated accumulated account for each participant under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the terms of the ESPP or three (3) calendar days as amended pursuant to this Section 3.2(c)), and each share purchased thereunder immediately prior to the Effective Time, and (iii) cause the ESPP to terminate as of Time will be canceled at the Effective Time and converted into the right to receive the Common Merger Consideration in accordance with Section 3.1(b), subject to withholding of any applicable income and employment withholding Taxes. Any 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 in accordance with the terms and conditions of the ESPP (as amended pursuant to this Section 3.2(c)), be refunded to such that no participant as promptly as practicable following the Effective Time (without interest). No further rights ESPP Rights shall be granted or exercised under the ESPP thereafterafter the Final Exercise Date. With respect The Company shall provide timely notice to the offering period that is in effect on the date of this Agreement, each ESPP participant may apply his or her accumulated payroll deductions to purchase shares participants of the Company Common Stock under setting of the Final Exercise Date and the termination of the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP shall be used to purchase Shares in accordance with the terms of the ESPP no later than three (3) business days prior to the Effective Time; provided, further, that the applicable purchase price per Share as set forth in the ESPP shall not be decreased below levels set forth in the ESPP as of the date hereof. All Shares of Company Common Stock purchased under the ESPP shall be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect theretothereof.

ESPP. As of the date of this Agreement, no employee of the Company is participating in the ESPP, and there are no ongoing offering periods under the ESPP, and the Company shall not permit any new offering period following the date of this Agreement. As soon as administratively practicable after the date of this Agreement, the Company shall take all action that may be reasonably necessary to terminate the ESPP, subject to consummation of the Merger, no later than no later than five Business Days prior to the anticipated Closing Date. As soon as practicable after the date of this Agreement, the Company shall take all action that may be reasonably necessary to provide that: (i) no new Offering Period shall commence under the Company’s 2019 Employee Stock Purchase Plan (“ESPP”) following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1stii) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, (y) no individual participating in any offering period in progress as of the date of this Agreement shall be permitted to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the last offering period commenced, or to make separate non-payroll contributions to the ESPP on or following the date of this Agreement; and (z) no individual who is not participating participants in the ESPP as of the date of this Agreement may not increase their payroll deductions under, or make separate non-payroll contributions to, the ESPP from those in effect on the date of this Agreement; and (iii) no new participants may commence participation in the ESPP following the date of this Agreement. Prior to the Effective Time, the Company shall take all action that the Company determines to be reasonably necessary to: (iiA) end the last cause any offering period or purchase period that commenced otherwise would be in progress at the Effective Time to be the final offering period under the ESPP and to be terminated no later than five Business Days prior to the date anticipated Closing Date (the “Final Exercise Date”); (B) make any pro-rata adjustments that may be necessary to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes under the ESPP; (C) cause each participant’s then-outstanding share purchase right under the ESPP (the “ESPP Rights”) to be exercised as of this Agreement on the earlier to occur Final Exercise Date; and (D) terminate the ESPP as of, and contingent upon, the Effective Time. On the Final Exercise Date, the funds credited as of its regularly scheduled end such date under the ESPP within the associated accumulated account for each participant under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the terms of the ESPP or three (3) calendar days as amended pursuant to this Section 3.2(e)), and each share purchased thereunder immediately prior to the Effective Time, and (iii) cause the ESPP to terminate as of Time will be canceled at the Effective Time and converted into the right to receive the Common Merger Consideration in accordance with Section 3.1(b), subject to withholding of any applicable income and employment withholding Taxes. Any 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 in accordance with the terms and conditions of the ESPP (as amended pursuant to this Section 3.2(e)), be refunded to such that no participant as promptly as practicable following the Effective Time (without interest). No further rights ESPP Rights shall be granted or exercised under the ESPP thereafterafter the Final Exercise Date. With respect The Company shall provide timely notice to the offering period that is in effect on the date of this Agreement, each ESPP participant may apply his or her accumulated payroll deductions to purchase shares participants of the Company Common Stock under setting of the Final Exercise Date and the termination of the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP shall be used to purchase Shares in accordance with the terms of the ESPP no later than three (3) business days prior to the Effective Time; provided, further, that the applicable purchase price per Share as set forth in the ESPP shall not be decreased below levels set forth in the ESPP as of the date hereof. All Shares of Company Common Stock purchased under the ESPP shall be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect theretothereof.

ESPP. As soon as administratively reasonably practicable following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1st) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, the Company shall take all actions as may be required under the Company ESPP to provide that (ya) no individual participating the “Offering” (as defined in any offering period the Company ESPP) in progress effect as of the date of this Agreement shall be the final Offering (such period, the “Final Offering”) and no further Offering shall commence pursuant to the Company ESPP after the date of this Agreement, and (b) each individual participating in the Final Offering on the date of this Agreement shall not be permitted to (i) increase the amount of his or her payroll contribution rate of payroll contributions thereunder pursuant to the Company ESPP from the rate in effect when the last offering period commenced, Final Offering commenced or to (ii) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (z) no individual who is not participating in , except as may be required by applicable Legal Requirement. Prior to the ESPP as of Offer Acceptance Time, the date of this Agreement Company shall take all action that may commence participation in be necessary to, effective upon the ESPP following the date of this AgreementOffer Acceptance Time, (iiA) end cause the last offering period Final Offering, to the extent that commenced it would otherwise be outstanding at the Offer Acceptance Time, to be terminated no later than five (5) business days prior to the date on which the Offer Acceptance Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the Final Offering, but otherwise treat the Final Offering as a fully effective and completed Offering for all purposes pursuant to the Company ESPP; and (C) cause the exercise (as of this Agreement on the earlier to occur of its regularly scheduled end date under the terms of the ESPP or three no later than five (35) calendar business days prior to the Effective Timedate on which the Offer Acceptance Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, and (iii) cause the ESPP to terminate Company shall apply the funds credited as of the Effective Time such that no further rights shall be granted or exercised under the ESPP thereafter. With respect date pursuant to the offering period that is in effect on the date of this Agreement, Company ESPP within each ESPP participant may apply his or her accumulated participant’s payroll deductions to purchase shares of the Company Common Stock under the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior withholding account to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP shall be used to purchase of Shares in accordance with the terms of the ESPP no later than three (3) business days prior Company ESPP, and each Share shall be an outstanding Share and entitled to the Effective Time; provided, further, that Merger Consideration. The Company shall adopt such resolutions as are necessary to terminate the applicable purchase price per Share as set forth in the Company ESPP shall not be decreased below levels set forth in the ESPP effective as of immediately prior to, and conditional upon the date hereof. All Shares of Company Common Stock purchased under occurrence of, the ESPP shall be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect theretoOffer Acceptance Time.

ESPP. As soon as administratively practicable following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1st) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, (y) no individual participating in any offering period in progress as of the date of this Agreement shall be permitted to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the last offering period commenced, or to make separate non-payroll contributions to the ESPP on or following the date of this Agreement; and (z) no individual who is not participating in the ESPP as of the date of this Agreement may commence participation in 50 the ESPP following the date of this Agreement, (ii) end the last offering period that commenced prior to the date of this Agreement on the earlier to occur of its regularly scheduled end date under the terms of the ESPP or three (3) calendar days prior to the Effective Time, and (iii) cause the ESPP to terminate as of the Effective Time such that no further rights shall be granted or exercised under the ESPP thereafter. With respect to the offering period that is in effect on the date of this Agreement, each ESPP participant may apply his or her accumulated payroll deductions to purchase shares of the Company Common Stock under the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP shall be used to purchase Shares in accordance with the terms of the ESPP no later than three (3) business days prior to the Effective Time; provided, further, that the applicable purchase price per Share as set forth in the ESPP shall not be decreased below levels set forth in the ESPP as of the date hereof. All Shares of Company Common Stock purchased under the ESPP shall be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect thereto.

ESPP. As soon as administratively reasonably practicable following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1st) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, the Company shall take all necessary actions under the Company ESPP to provide that (ya) no individual participating the “Offering Period” (as defined in any offering period the Company ESPP) in progress effect as of the date of this Agreement shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant to the Company ESPP after the date of this Agreement, (b) the “Purchase Period” (as defined in the Company ESPP) in effect as of the date of this Agreement shall be the final Purchase Period (such period, the “Final Purchase Period”) and no further Purchase Period shall commence pursuant to the Company ESPP after the date of this Agreement, and (c) no individual participating in the Final Purchase Period on the date of this Agreement shall be permitted to (i) increase the amount of his or her payroll contribution rate of payroll contributions thereunder pursuant to the Company ESPP from the rate in effect when the last offering period commenced, Final Purchase Period commenced or to (ii) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (z) no individual who is not participating in , except as may be required by applicable Legal Requirement. Prior to the ESPP as of Offer Acceptance Time, the date of this Agreement Company shall take all action that may commence participation in be necessary to, effective upon the ESPP following the date of this AgreementOffer Acceptance Time, (iiA) end cause the last offering period that commenced Final Offering Period and Final Purchase Period to be terminated no later than five business days prior to the date of this Agreement on which the earlier Offer Acceptance Time occurs, if the Final Offering Period and Final Purchase Period have not otherwise terminated pursuant to occur of its regularly scheduled end the Company ESPP prior to such date under (and the terms early termination date of the ESPP or three Final Purchase Period shall be the “New Purchase Date” (3as defined in the Company ESPP) calendar days prior for purposes of each then-outstanding Option (as defined in the Company ESPP)); (B) make any prorating adjustments that may be necessary to reflect a truncated Final Offering Period and Final Purchase Period, but otherwise treat the Final Offering Period and Final Purchase Period as a fully effective and completed Offering Period and Purchase Period, respectively, for all purposes pursuant to the Effective Time, Company ESPP; and (iiiC) cause the ESPP to terminate exercise of each outstanding Option as of the Effective Time New Purchase Date . On such that no further rights exercise date, the Company shall be granted or exercised under apply the ESPP thereafter. With respect funds credited as of such date pursuant to the offering period that is in effect on the date of this Agreement, Company ESPP within each ESPP participant may apply his or her accumulated participant’s payroll deductions to purchase shares of the Company Common Stock under the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior withholding account to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP shall be used to purchase of Shares in accordance with the terms of the ESPP no later than three (3) business days prior Company ESPP, and each Share shall be an outstanding Share and entitled to the Effective Merger Consideration. The Company shall adopt such resolutions as are necessary to terminate the Company ESPP effective as of immediately prior to, and conditional upon the occurrence of, the Offer Acceptance Time; provided, further, that the applicable purchase price per Share as set forth and shall notify each participant in the Company ESPP shall not be decreased below levels set forth in the ESPP as of the date hereof. All Shares of Company Common Stock purchased under New Purchase Date in accordance with the ESPP shall be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes terms of the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect theretoCompany ESPP.

ESPP. As soon as administratively reasonably practicable following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1st) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commence, the Company (or, if appropriate, the applicable committee administering the ESPP) shall take all actions necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to (i) suspend the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, the Company shall take all actions necessary pursuant to the terms of the Company ESPP or otherwise to provide that (ya) no individual participating the “Offering” (as defined in any offering period the Company ESPP) in progress effect as of the date of this Agreement shall be the final Offering (such period, the “Final Offering”) and no new Offering will be commenced following the date hereof under the Company ESPP, and (b) each individual participating in the Final Offering on the date of this Agreement shall not be permitted to (i) increase the amount of his or her payroll contribution rate of payroll contributions thereunder pursuant to the Company ESPP from the rate in effect when the last offering period commenced, Final Offering commenced or to (ii) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (z) no individual who is not participating in the ESPP , except as of the date of this Agreement may commence participation in the ESPP following the date of this Agreement, (ii) end the last offering period that commenced prior to the date of this Agreement on the earlier to occur of its regularly scheduled end date under the terms of the ESPP or three (3) calendar days prior be required by applicable Legal Requirements. Prior to the Effective Time, and the Company shall take all action that may be necessary to, effective upon the Effective Time, (iiiA) cause the ESPP Final Offering, to terminate as of the extent that it would otherwise be ongoing at the Effective Time, to be terminated no later than five (5) business days prior to the date on which the Effective Time such occurs; (B) make any pro rata adjustments that no further rights shall may be granted or exercised under necessary to reflect the ESPP thereafter. With respect Final Offering, but otherwise treat the Final Offering as a fully effective and completed Offering for all purposes pursuant to the offering period that is in effect on Company ESPP; and (C) cause the date exercise (as of this Agreement, each ESPP participant may apply his or her accumulated payroll deductions to purchase shares of the Company Common Stock under the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs no later than five (5) business days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On the final exercise date for under the offering periodCompany ESPP, then the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each ESPP participant’s accumulated payroll deductions under withholding account to the ESPP shall be used to purchase of Shares in accordance with the terms of the ESPP no later than three (3) business days prior to Company ESPP, and each Share shall be an outstanding Share as of the Effective Time; provided, further, that . The Company shall adopt such resolutions as are necessary to terminate the applicable purchase price per Share as set forth in the Company ESPP shall not be decreased below levels set forth in the ESPP effective as of immediately prior to, and conditional upon the date hereof. All Shares of Company Common Stock purchased under occurrence of, the ESPP shall be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive the Forms of Election and to make elections and receive the Merger Consideration with respect theretoEffective Time.

ESPP. As soon as administratively practicable following the date of this Agreement, but not later than the day immediately prior to the date on which the first (1st) offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement is scheduled to commencehereof, the Company Board (or, if appropriate, the applicable any appropriate committee administering the ESPPthereof) shall will adopt such resolutions or take all actions such other necessary or required under the ESPP (including, if appropriate, amending the terms of the ESPP) and applicable Law to actions such that (i) suspend except for the ESPP so that (x) no further offering periods shall commence after the date of this Agreement, (y) no individual participating in any offering period under the Company ESPP in progress effect as of the date of this Agreement shall hereof, no offering period under the Company ESPP will be authorized or commenced after the date hereof; (ii) no new participants will commence participation in the Company ESPP after the date hereof; (iii) no Company ESPP participant will be permitted to increase the amount of his such participant’s payroll deduction election or her rate of payroll contributions thereunder from the contribution rate in effect when as of the last offering period commenced, date hereof or to make separate non-payroll contributions to the ESPP on or following the date of this Agreementhereof, except as may be required by applicable law; and (ziv) no individual who is not participating in each purchase right under the Company ESPP outstanding as of the date of this Agreement may commence participation in hereof will automatically be exercised no later than the ESPP following the date of this Agreement, (ii) end the last offering period that commenced second business day prior to the date of this Agreement on Closing Date (the earlier to occur of its regularly scheduled end date “Final Exercise Date”); (v) each Company ESPP participant’s accumulated contributions under the terms of the Company ESPP or three (3) calendar days prior to the Effective Time, and (iii) cause the ESPP to terminate as of the Effective Time such that no further rights shall will be granted or exercised under the ESPP thereafter. With respect to the offering period that is in effect on the date of this Agreement, each ESPP participant may apply his or her accumulated payroll deductions used to purchase shares of the Company Common Stock under the ESPP in accordance with its terms on the regularly scheduled purchase date for such offering period; provided, that, if the Closing Date occurs prior to the purchase date for the offering period, then each ESPP participant’s accumulated payroll deductions under the ESPP shall be used to purchase Shares in accordance with the terms of the ESPP no later than three (3) business days prior to the Effective Time; provided, further, that the applicable purchase price per Share as set forth in the ESPP shall not be decreased below levels set forth in the Company ESPP as of the date hereofFinal Exercise Date; and (vi) the Company ESPP will terminate effective as of immediately prior to (and subject to the occurrence of) the Effective Time, but subsequent to the exercise of purchase rights on the Final Exercise Date (in accordance with the terms of the Company ESPP). All Shares shares of Company Common Stock purchased under on the ESPP shall Final Exercise Date will be considered outstanding Shares for all purposes of this Agreement, including, without limitation, for purposes of cancelled at the Effective Time and be converted into the right to receive the Forms Per Share Price in accordance with the terms and conditions of Election and this Agreement. At the Effective Time, any funds credited as of such date under the Company ESPP that are not used to make elections and receive purchase shares of Company Common Stock on the Merger Consideration Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Company ESPP will be refunded to the applicable participant in accordance with respect theretothe terms of the Company ESPP.