Common use of Treatment of Company ESPP Clause in Contracts

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take or cause to be taken all actions as may be required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof 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 hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated no later than ten (10) Business Days prior to the date on which the First Effective Time occurs; (y) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be entitled to the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take or cause to be taken all actions such action as may be required to provide that necessary to: (i) the Offering Period cause any offering period (as defined in the Company ESPPor similar period during which shares may be purchased) in effect underway as of the date hereof shall under the Company ESPP to be the final Offering Period (offering period under the Company ESPP, such period, the “Final Offering Period”) and that no further Offering Period shall new offering period will commence pursuant to under the Company ESPP after the date hereof, hereof and (ii) each individual participating in the Final Offering Period on the date of this Agreement current offering period underway shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated no later than ten the Business Day immediately preceding the anticipated Closing Date (10) Business Days prior to the date on which the First Effective Time occurs“Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant to under the Company ESPP; (iii) cause each participant’s shares purchase right under the Company ESPP (the “Company ESPP Rights”) to be exercised as of the Final Exercise Date; (iv) ensure no new participants enroll in the Company ESPP after the date hereof and that no current participant in the Company ESPP can increase his or her payroll deductions from those in effect on the date hereof; and (zv) cause terminate the exercise (Company ESPP as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to the purchase of whole shares of Company Common Stock Shares in accordance with the terms of the Company ESPP, and such shares of Company Common Stock each share purchased thereunder immediately prior to the Effective Time shall be entitled cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b2.1, subject to withholding of applicable income and employment withholding Taxes. Any accumulated contributions of each participant under the Company 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 Company ESPP (as amended pursuant to this Section 2.4(f). As ), be refunded to such participant as promptly as practicable following the purchase Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of the Final Exercise Date and termination of the Company Common Stock ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take or cause to be taken all actions as may be required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof 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 hereof, (ii) no new participants may elect to participate in the Company ESPP during the Final Offering Period; and (iiiii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated no later than ten (10) Business Days prior to the date on which the First Effective Time occurs; (y) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be entitled to the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following after the date of this Agreement, the Company shall take or cause to be taken all actions as action that may be required necessary to provide that that: (ia) no new offering period (or similar period during which shares may be purchased) shall commence under the Offering Period Company ESPP following the date of this Agreement; (as defined b) participants in the Company ESPP) in effect ESPP as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant to of this Agreement may not increase their payroll deductions under the Company ESPP after the date hereof, and (ii) each individual participating from those in the Final Offering Period effect on the date of this Agreement shall not be permitted to Agreement; and (Ac) increase his or her payroll contribution rate pursuant to no new participants may commence participation in the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior Without limiting the generality of the foregoing, as soon as reasonably practicable after the date of this Agreement (but in any event prior to the First Effective TimeClosing), the Company shall take all actions that such action as may be necessary to to: (xi) cause any offering period (or similar period during which shares may be purchased) in progress under the Final Offering Period, Company ESPP as of the date of this Agreement to be the extent that it would otherwise be outstanding at final offering period under the First Effective Time, Company ESPP and to be terminated no later than ten (10) five Business Days prior to the date on which anticipated Closing Date (the First Effective Time occurs“Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant to under the Company ESPP; (iii) cause each participant’s then-outstanding share purchase right under the Company ESPP (the “Company ESPP Rights”) to be exercised as of the Final Exercise Date; and (ziv) cause terminate the exercise (Company ESPP as of no later than ten (10) Business Days prior to the date on which the First Delaware Merger Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPPESPP (as amended pursuant to this Section 5.5), and such shares of Company Common Stock shall be entitled each share purchased thereunder immediately prior to the Delaware Merger Effective Time will be canceled at the Delaware Merger Effective Time and converted into the right to receive the Delaware Merger Consideration in accordance with Section 3.1(b1.7(c), subject to withholding of any applicable income and employment withholding Taxes. As Any accumulated contributions of each participant under the Company ESPP as of immediately prior to the Delaware Merger Effective Time shall, to the extent not used to purchase shares in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 5.5), be refunded to such participant as promptly as practicable following the purchase Delaware Merger Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of the Final Exercise Date and the termination of the Company Common Stock ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as terms of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following after the date of this Agreement, the Company shall take or cause to be taken all actions as action that may be required reasonably necessary to provide that that: (ia) the no new Offering Period shall commence under the ESPP following the date of the Merger Agreement, (as defined b) participants in the Company ESPP) in effect ESPP as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant to of this Agreement may not increase their payroll deductions under the Company ESPP after the date hereof, and (ii) each individual participating from those in the Final Offering Period effect on the date of this Agreement shall not be permitted to Agreement; and (Ac) increase his or her payroll contribution rate pursuant to no new participants may commence participation in the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions action that may the Company determines to be reasonably necessary to to: (xi) cause the Final Offering Period, to the extent any offering period or purchase period that it otherwise would otherwise be outstanding in progress at the First Effective Time, Time to be the final offering period under the Company ESPP and to be terminated no later than ten (10) five Business Days prior to the date on which anticipated Closing Date (the First Effective Time occurs“Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period or purchase period, but otherwise treat the Final Offering Period such shortened offering period or purchase period as a fully effective and completed Offering Period offering period or purchase period for all purposes pursuant to under the Company ESPP; (iii) cause each participant’s then-outstanding share purchase right under the Company ESPP (the “Company ESPP Rights”) to be exercised as of the Final Exercise Date; and (ziv) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to terminate the Company ESPPESPP as of, and contingent upon, the Effective Time. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within the associated accumulated account for each participant’s payroll withholding account participant under the Company ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPPESPP (as amended pursuant to this Section 5.5), and such shares of Company Common Stock shall each share purchased thereunder immediately prior to the Effective Time will be entitled canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b1.5(a)(iii), subject to withholding of any applicable income and employment withholding Taxes. As Any accumulated contributions of each participant under the Company 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 Company ESPP (as amended pursuant to this Section 5.5), be refunded to such participant as promptly as practicable following the purchase Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of the Final Exercise Date and the termination of the Company Common Stock ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as terms of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreementhereof, the Company shall take or cause to be taken all actions as may be necessary or required under the Company ESPP or applicable Law to provide ensure that (i) except for the Offering Period offering period under the Company ESPP in effect as of the date hereof, no offering period under the Company ESPP will be authorized or commenced after the date hereof; (as defined ii) no new participants will commence participation in the Company ESPPESPP after the date hereof; (iii) no Company ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant or to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Timehereof, except as may be required by applicable Law; (iv) each purchase right under the Company ESPP outstanding as of the date hereof shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated exercised as of no later than ten (10) three Business Days prior to the date on which the First Effective Time occursoccurs (the “Final Exercise Date”); (yv) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the each Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to ESPP participant’s accumulated contributions under the Company ESPP within each participant’s payroll withholding account shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP as of the Final Exercise Date; and (vi) the Company ESPP will terminate effective as of (and subject to the occurrence of) immediately prior to 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, and such ). All shares of Company Common Stock purchased on the Final Exercise Date shall be entitled cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock Per Share Price in accordance with the preceding sentenceterms and conditions of this Agreement. At the Effective Time, any funds credited as of such date under the Company shall return ESPP that are not used to purchase shares on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject Company ESPP shall be refunded to the consummation applicable participant in accordance with the terms of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take or cause to be taken all actions as may be required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof 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 hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated no later than ten (10) Business Days prior to the date on which the First Effective Time occurs; (y) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be entitled to the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as reasonably practicable following the date of this Agreement, the Company and the Company’s Board of Directors (or applicable committee thereof) shall take or cause to be taken all actions such action as may be required necessary to provide that and shall adopt such resolutions (the form and substance of which shall be subject to review and reasonable approval by Parent): (i) the Offering Period cause any offering period (as defined in the Company ESPPor similar period during which shares may be purchased) in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant to progress under the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on as of the date of this Agreement shall not to be permitted to (A) increase his or her payroll contribution rate pursuant to the final offering period under the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, and to be terminated no later than ten the earlier of the day that is five (105) Business Days prior to the date on which the First Effective Time occursand the currently-scheduled termination date for such offering (such date, the “Final Exercise Date”); (yii) after review and consent cause each participant’s then-outstanding share purchase right under the Company ESPP (the “Company ESPP Rights”) to be exercised as of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPPExercise Date; and (ziii) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to terminate the Company ESPPESPP effective as of, and subject to, the Effective Time. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock each share purchased thereunder and outstanding immediately prior to the Effective Time shall be entitled canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b2.02(a)(i), subject to withholding of any applicable income and employment withholding Taxes. As Any accumulated contributions of each participant under the Company ESPP as of the Final Exercise Date shall, to the extent not used to purchase shares in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 2.06), be refunded to such participant on or as promptly as practicable following the purchase Final Exercise Date (without interest). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of the Final Exercise Date and termination of the Company Common Stock ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreementhereof, the Company shall take or cause to be taken all actions as may be necessary or required under the Company ESPP or applicable Law to provide ensure that (i) except for the Offering Period offering period under the Company ESPP in effect as of the date hereof, no offering period under the Company ESPP will be authorized or commenced after the date hereof; (as defined ii) no new participants will commence participation in the Company ESPPESPP after the date hereof; (iii) no Company ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant or to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Timehereof, except as may be required by applicable Law; (iv) each purchase right under the Company ESPP outstanding as of the date hereof shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated exercised as of no later than ten (10) three Business Days prior to the date on which the First Effective Time occursoccurs (the “Final Exercise Date”); (yv) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the each Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to ESPP participant’s accumulated contributions under the Company ESPP within each participant’s payroll withholding account shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP as of the Final Exercise Date; and (vi) the Company ESPP will terminate effective as of (and subject to the occurrence of) immediately prior to 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, and such ). All shares of Company Common Stock purchased on the Final Exercise Date shall be entitled cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock Per Share Price in accordance with the preceding sentenceterms and conditions of Section 2.7(a)(ii). At the Effective Time, any funds credited as of such date under the Company shall return ESPP that are not used to purchase shares on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject Company ESPP shall be refunded to the consummation applicable participant in accordance with the terms of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreementhereof, the Company shall take or cause to be taken all actions as may be necessary or required under the Company ESPP or applicable Law to provide ensure that (i) except for the Offering Period offering period under the Company ESPP in effect as of the date hereof, no offering period under the Company ESPP will be authorized or commenced after the date hereof; (as defined ii) no new participants will commence participation in the Company ESPPESPP after the date hereof; (iii) no Company ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant or to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Timehereof, except as may be required by applicable Law; (iv) each purchase right under the Company ESPP outstanding as of the date hereof shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated exercised as of no later than ten (10) three Business Days prior to the date on which the First Effective Time occursoccurs (the “Final Exercise Date”); (yv) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the each Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to ESPP participant’s accumulated contributions under the Company ESPP within each participant’s payroll withholding account shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPP as of the Final Exercise Date; and (vi) the Company ESPP will terminate effective as of (and subject to the occurrence of) immediately prior to 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, and such ). All shares of Company Common Stock purchased on the Final Exercise Date shall be entitled cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock Per Share Price in accordance with the preceding sentenceterms and conditions of this Agreement. At the Effective Time, any funds credited as of such date under the Company shall return ESPP that are not used to purchase shares on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject Company ESPP shall be refunded to the consummation applicable participant in accordance with the terms of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following after the date of this Agreement, the Company shall take or cause to be taken all actions as action that may be required necessary to provide that that: (ix) no new offering period or purchase period (or similar period during which shares may be purchased) shall commence under the Offering Period ESPP following the date of this Agreement; (as defined y) participants in the Company ESPP) in effect ESPP as of the date hereof shall be of this Agreement may not increase their payroll deductions under 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 hereof, and (ii) each individual participating from those in the Final Offering Period effect on the date of this Agreement shall not be permitted to Agreement; and (Az) increase his or her payroll contribution rate pursuant to no new participants may commence participation in the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior Without limiting the foregoing, as soon as reasonably practicable after the date of this Agreement (but in any event prior to the First Effective TimeClosing), the Company shall take all actions that such action as may be necessary to to: (xi) cause any offering period or purchase period (or similar period during which shares may be purchased) in progress under the Final Offering Period, ESPP as of the date of this Agreement to be the extent that it would otherwise be outstanding at final such period under the First Effective Time, ESPP and to be terminated no later than ten (10) three Business Days prior to the date on which anticipated Closing Date (the First Effective Time occurs“Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering or purchase period (or similar period) as a fully effective and completed Offering Period offering or purchase period for all purposes pursuant under the ESPP; (iii) cause each participant’s then-outstanding share purchase right under the ESPP (the “Company ESPP Rights”) to be exercised as of the Company ESPPFinal Exercise Date; and (ziv) cause terminate the exercise (ESPP as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPPESPP (as amended pursuant to this Section 5.4), and such shares of Company Common Stock each share purchased thereunder immediately prior to the Effective Time shall be entitled canceled at the Effective Time and converted into the right to receive the Merger Consideration Price Per Share in accordance with Section 3.1(b1.5, 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 (and consistent with this Section 5.4). As , be refunded to such participant as promptly as practicable following the purchase Effective Time (without interest). No further Company ESPP Rights shall be exercised under the ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of Company Common Stock the Final Exercise Date and the termination of the ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as terms of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take all action, and the Company Board (or cause to be taken all actions as may be required to provide an appropriate committee thereof) shall adopt resolutions, including amending the Company ESPP, if necessary, providing that (i) the current Offering Period (as defined in the Company ESPP) in effect as of the date hereof 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 hereofof this Agreement, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when on the Final Offering Period commenced date immediately preceding the date hereof or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior Agreement and (iii) no new participants shall be permitted to start contributing under the Company ESPP on or after the date hereof other than pursuant to elections made prior to the First Effective Timedate hereof. In furtherance of the foregoing, the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated no later than ten seven (107) Business Days prior to the date on which the First Effective Time occurs; (y) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten seven (107) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be entitled to the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of The Company Common Stock in accordance with the preceding sentenceshall take all action, and the Company Board (or an appropriate committee thereof) shall return adopt resolutions, to each participant terminate the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and Company ESPP effective as of immediately prior to the First Effective Time (but subject and to the consummation of the First Merger), the Company provide that no further rights shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of be granted or exercised under the Company ESPP pursuant to this Section 3.3(f)thereafter.

Treatment of Company ESPP. As soon In accordance with the terms of the Merger Agreement, Juniper will take such action as practicable may be necessary or appropriate under its 2008 Employee Stock Purchase Plan (the “Company ESPP”) to ensure, provide for or cause the following to occur (i) except for any offering period under the Company ESPP that is in effect on the effective date of the Merger Agreement (the “Final Offering Period”), no new offering period under the Company ESPP will commence during the period from the date of this Agreement, the Merger Agreement through the Effective Time; (ii) there will be no increase in the amount of payroll deductions or payroll contributions permitted to be made by the participants under the Company shall take or cause to be taken all actions as may be required to provide ESPP during the current offering period, except those made in accordance with payroll deduction elections that (i) the Offering Period (as defined in the Company ESPP) are in effect as of the date hereof shall be of the final Offering Period Merger Agreement; and (such period, the “Final Offering Period”iii) and no further Offering Period shall individuals will commence pursuant to participation in the Company ESPP after during the date hereof, and (ii) each individual participating in the Final Offering Period on period from the date of this the Merger Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to through the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, . If the Company shall take all actions that may be necessary to (x) cause the Effective Time would occur during any Final Offering Period, (i) the accumulated contributions of the participants in such offering period will be used to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated no later than ten (10) Business Days prior to the date on which the First Effective Time occurs; (y) after review and consent purchase shares of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited Juniper common stock as of such date pursuant as Juniper determines in its sole discretion (provided that such date will be no later than five (5) business days prior to the Effective Time), (ii) the participants’ accumulated contributions under the Company ESPP within each participant’s payroll withholding account will be used to the purchase of whole shares of Company Common Stock Juniper common stock in accordance with the terms of the Company ESPP, and such shares ESPP as of Company Common Stock shall be entitled to the Merger Consideration date determined in accordance with Section 3.1(bthe foregoing clause (i), and (iii) purchase rights under such offering period will terminate immediately after such purchase. As of no later than the business day immediately prior to the Effective Time, Juniper will terminate the Company ESPP. As promptly as practicable following the purchase of shares of Company Common Stock Juniper common stock in accordance with the preceding sentenceimmediately foregoing clause (ii), the Company shall Xxxxxxx will return to each participant the funds, if any, that remain in such participant’s account under the Company ESPP after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing For more information on the treatment of the Company ESPP pursuant to this Section 3.3(f)ESPP, please see the section of the accompanying proxy statement captioned “Proposal 1: Adoption of the Merger Agreement-Merger Consideration-Treatment of Company ESPP.”

Treatment of Company ESPP. As soon as practicable following after the date of this Agreement, the Company shall take or cause to be taken all actions as action that may be required necessary to provide that that: (ix) no new offering period (or similar period during which shares may be purchased) shall commence under the Offering Period ESPP following the date of this Agreement; (as defined y) participants in the Company ESPP) in effect ESPP as of the date hereof shall be of this Agreement may not increase their payroll deductions under 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 hereof, and (ii) each individual participating from those in the Final Offering Period effect on the date of this Agreement shall not be permitted to Agreement; and (Az) increase his or her payroll contribution rate pursuant to no new participants may commence participation in the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior Without limiting the foregoing, as soon as reasonably practicable after the date of this Agreement (but in any event prior to the First Effective TimeClosing), the Company shall take all actions that such action as may be necessary to to: (xi) cause any offering period (or similar period during which shares may be purchased) in progress under the Final Offering Period, ESPP as of the date of this Agreement to be the extent that it would otherwise be outstanding at final offering period under the First Effective Time, ESPP and to be terminated no later than ten (10) five Business Days prior to the date on which anticipated Closing Date (the First Effective Time occurs“Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant under the ESPP; (iii) cause each participant’s then-outstanding share purchase right under the ESPP (the “Company ESPP Rights”) to be exercised as of the Company ESPPFinal Exercise Date; and (ziv) cause terminate the exercise (ESPP as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPPESPP (as amended pursuant to this Section 5.3), and such shares of Company Common Stock each share purchased thereunder immediately prior to the Effective Time shall be entitled canceled at the Effective Time and converted into the right to receive the Merger Consideration Price Per Share in accordance with Section 3.1(b1.5, 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 5.3). As , be refunded to such participant as promptly as practicable following the purchase Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of Company Common Stock the Final Exercise Date and the termination of the ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as terms of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreementhereof, the Company shall take or cause to be taken all actions as may be necessary (including, if appropriate, amending the terms of the ESPP) or required under the Company ESPP or applicable Law to provide ensure that (i) except for the Offering Period offering period under the Company ESPP in effect as of the date hereof, no offering period under the Company ESPP will be authorized or commenced after the date hereof; (as defined ii) no new participants will commence participation in the Company ESPPESPP after the date hereof; (iii) no Company ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant or to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Timehereof, except as may be required by applicable Law; (iv) each purchase right under the Company ESPP outstanding as of the date hereof shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated exercised as of no later than ten (10) three Business Days prior to the date on which the First Effective Time occursoccurs (the “Final Exercise Date”); (yv) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the each Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to ESPP participant’s accumulated contributions under the Company ESPP within each participant’s payroll withholding account shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPP as of the Final Exercise Date; and (vi) the Company ESPP will terminate effective as of (and subject to the occurrence of) immediately prior to 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, and such including as may be amended to comply with the terms of this provision). All shares of Company Common Stock purchased on the Final Exercise Date shall be entitled cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock Per Share Price in accordance with the preceding sentenceterms and conditions of this Agreement. At the Effective Time, any funds credited as of such date under the Company shall return ESPP that are not used to purchase shares on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject Company ESPP shall be refunded to the consummation applicable participant in accordance with the terms of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following after the date of this Agreement, the Company shall take or cause to be taken all actions as action that may be required necessary to provide that that: (ia) no new offering period (or similar period during which shares may be purchased) shall commence under the Offering Period Company ESPP following the date of this Agreement; (as defined b) participants in the Company ESPP) in effect ESPP as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant to of this Agreement may not increase their payroll deductions under the Company ESPP after the date hereof, and (ii) each individual participating from those in the Final Offering Period effect on the date of this Agreement shall not be permitted to Agreement; and (Ac) increase his or her payroll contribution rate pursuant to no new participants may commence participation in the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that such action as may be necessary to to: (xi) cause any offering period (or similar period during which shares may be purchased) in progress as of the Final Offering Period, date of this Agreement to be the extent that it would otherwise be outstanding at final offering period under the First Effective Time, Company ESPP and to be terminated no later than ten (10) five Business Days prior to the date on which the First Effective Time occurs; (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant to under the Company ESPP; and (ziii) cause each participant’s then-outstanding share purchase right under the exercise Company ESPP (the “Company ESPP Rights”) to be exercised as of no later than ten (10) two Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On occurs (such exercise date, the “Final Exercise Date”); and (iv) terminate the Company shall apply ESPP as of, and subject to the occurrence of, the Effective Time. On the Final Exercise Date, the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPPESPP (as amended pursuant to this Section 5.4), and such shares of Company Common Stock shall each share purchased thereunder immediately prior to the Effective Time will be entitled canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b1.5(a)(iii), subject to withholding of any applicable income and employment withholding Taxes. As Any accumulated contributions of each participant under the Company 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 Company ESPP (as amended pursuant to this Section 5.4), be refunded to such participant as promptly as practicable following the purchase Final Exercise Date (without interest). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of the Final Exercise Date and the termination of the Company Common Stock ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as terms of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take or cause to be taken all actions as may be required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof 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 hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that shall: (i) cause any offering period (or similar period during which shares may be necessary to (xpurchased) cause in progress under the Final Offering Period, Company ESPP immediately prior to the extent that it would otherwise Closing to be outstanding at the First Effective Time, final offering period under the Company ESPP and to be terminated no later than ten (10) three Business Days prior to the date on which Closing Date and no earlier than ten Business Days prior to the First Effective Time occursClosing Date (the “Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant to under the Company ESPP; (iii) cause each participant’s then-outstanding share purchase right under the Company ESPP (the “Company ESPP Rights”) to be exercised as of the Final Exercise Date; and (ziv) cause terminate the exercise (Company ESPP as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock each share purchased thereunder prior to the Effective Time shall be entitled cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b2.01(b), subject to withholding of any applicable income and employment withholding Taxes. As Any accumulated contributions of each participant under the Company 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 Company ESPP (as amended pursuant to this Section 2.03(c)), be refunded to such participant as promptly as practicable following the purchase Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of the Final Exercise Date and termination of the Company Common Stock ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take or cause to be taken all actions as may be required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof 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 hereof, and (ii) except to the extent necessary to maintain the status of the Company ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated no later than ten (10) Business Days prior to the date on which the First Effective Time occurs; (y) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be entitled to the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreementhereof, the Company shall take or cause to be taken all actions as may be necessary or required under the Company ESPP or applicable Law to provide ensure that (i) except for the Offering Period offering period under the Company ESPP in effect as of the date hereof, no offering period under the Company ESPP will be authorized or commenced after the date hereof; (as defined ii) no new participants will commence participation in the Company ESPPESPP after the date hereof; (iii) no Company ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant or to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Timehereof, except as may be required by applicable Law; (iv) each purchase right under the Company ESPP outstanding as of the date hereof shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, to be terminated exercised as of no later than ten three (103) Business Days prior to the date on which the First Effective Time occursoccurs (the “Final Exercise Date”); (yv) after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the each Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to ESPP participant’s accumulated contributions under the Company ESPP within each participant’s payroll withholding account shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPP as of the Final Exercise Date; and (vi) the Company ESPP will terminate effective as of (and subject to the occurrence of) immediately prior to 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, and such ). All shares of Company Common Stock purchased on the Final Exercise Date shall be entitled cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock Per Share Price in accordance with the preceding sentenceterms and conditions of this Agreement. At the Effective Time, any funds credited as of such date under the Company shall return ESPP that are not used to purchase shares on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject Company ESPP shall be refunded to the consummation applicable participant in accordance with the terms of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the The Company shall take or cause to be taken all actions such action as may be required necessary to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant to operate the Company ESPP after in accordance with its terms from the date hereof, and (ii) each individual participating in the Final Offering Period period of time commencing on the date of this Agreement shall not be permitted to and ending on its termination, (Aii) increase his cause such offering period (or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (Bsimilar period) make separate non-payroll contributions to the Company ESPP on or following that is underway as of the date of this Agreement. Prior to the First Effective Time, Agreement under the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the First Effective Time, ESPP to be terminated the final offering period under the Company ESPP and terminate any such offering period that might nonetheless be underway as of the Effective Time no later than ten (10) Business Days the last payroll period prior to the date on which the First Effective Time occurs; (ythe “Final Exercise Date”), (iii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodany such shortened offering period (or similar period), but otherwise treat the Final Offering Period any such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant to under the Company ESPP; , (iv) cause each participant’s shares purchase right under the Company ESPP (the “Company ESPP Rights”) to be exercised as of any such Final Exercise Date, and (zv) cause terminate the exercise (Company ESPP as of no later than ten the earlier of (10A) Business Days prior to the end of the offering period (or similar period) that is underway as of the date on which of this Agreement and (B) the First Effective Time occurs) Time. The Company shall provide timely notice of each outstanding purchase right pursuant to the termination of the Company ESPP in accordance with the Company ESPP. On such exercise dateIf applicable, on the Company shall apply Final Exercise Date, the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to the purchase of whole shares of Company Common Stock Shares in accordance with the terms of the Company ESPP, and such shares of Company Common Stock each share purchased thereunder immediately prior to the Effective Time shall be entitled canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b2.7(a), less any applicable withholding Taxes payable in respect thereof pursuant to Section 2.8(e). As promptly as practicable following No further Company ESPP Rights shall be granted or exercised under the purchase Company ESPP after the Final Exercise Date. The Company shall provide timely notice of shares the setting of the Final Exercise Date and termination of the Company Common Stock ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following after the date of this Agreement, the Company shall take or cause to be taken all actions as action that may be required necessary to provide that that: (ix) no new offering period (or similar period during which shares may be purchased) shall commence under the Offering Period Company’s 2021 Employee Stock Purchase Plan (as defined the “ESPP”) following the date of this Agreement; (y) participants in the Company ESPP) in effect ESPP as of the date hereof shall be of this Agreement may not increase their payroll deductions under 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 hereof, and (ii) each individual participating from those in the Final Offering Period effect on the date of this Agreement shall not be permitted to Agreement; and (Az) increase his or her payroll contribution rate pursuant to no new participants may commence participation in the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior Without limiting the foregoing, as soon as reasonably practicable after the date of this Agreement (but in any event prior to the First Effective TimeClosing), the Company shall take all actions that such action as may be necessary to to: (xi) cause any offering period (or similar period during which shares may be purchased) in progress under the Final Offering Period, ESPP as of the date of this Agreement to be the extent that it would otherwise be outstanding at final offering period under the First Effective Time, ESPP and to be terminated no later than ten (10) five Business Days prior to the date on which anticipated Closing Date (the First Effective Time occurs“Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant under the ESPP; (iii) cause each participant’s then-outstanding share purchase right under the ESPP (the “Company ESPP Rights”) to be exercised as of the Company ESPPFinal Exercise Date; and (ziv) cause terminate the exercise (ESPP as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the ESPP shall be used to purchase Company Shares in accordance with the ESPP (as amended pursuant to this Section 2.4(c)), and each share purchased thereunder immediately prior to the Effective Time shall be canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 2.1(a), subject to withholding pursuant to Section 2.5. 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 whole shares the ESPP (as amended pursuant to this Section 2.4(c)), be refunded to such participant as promptly as practicable following the Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of Company Common Stock the setting of the Final Exercise Date and the termination of the ESPP in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be entitled to the Merger Consideration in accordance with Section 3.1(b). As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following after the date of this Agreement, the Company shall take or cause to be taken all actions as action that may be required necessary to provide that that: (iw) no new offering period (or similar Table of Contents period during which shares may be purchased) shall commence under the Offering Period (as defined in ESPP following the Company ESPP) in effect as commencement of the date hereof shall be the final Offering Period offering period scheduled to commence on May 15, 2019 (such period, the “Final Offering Period”) (it being understood and no further Offering Period agreed that the offering period scheduled to commence on May 15, 2019 shall commence pursuant to the Company ESPP after the date hereof, and have a maximum duration of six months); (iix) each individual participating participants in the Final Offering Period on ESPP as of the date of this Agreement shall may not be permitted to (A) increase his or her their payroll contribution rate pursuant to deductions under the Company ESPP from the rate those in effect when at the commencement of the Final Offering Period; (y) no new participants may commence participation in the ESPP following the commencement of the Final Offering Period; and (z) the Final Offering Period commenced or (B) make separate non-payroll contributions to may not be extended beyond its original six month duration. Without limiting the Company ESPP on or following foregoing, as soon as reasonably practicable after the date of this Agreement. Prior Agreement (but in any event prior to the First Effective TimeClosing), the Company shall take all actions that such action as may be necessary to to: (xi) cause the Final Offering Period, Period (or similar period during which shares may be purchased) to be the extent that it would otherwise be outstanding at final offering period under the First Effective Time, ESPP and to be terminated no later than ten (10) three Business Days prior to the date on which anticipated Closing Date (the First Effective Time occurs“Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant under the ESPP; (iii) cause each participant’s then-outstanding share purchase right under the ESPP (the “Company ESPP Rights”) to be exercised as of the Company ESPPFinal Exercise Date; and (ziv) cause terminate the exercise (ESPP as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPPESPP (as amended pursuant to this Section 5.4), and such shares of Company Common Stock each share purchased thereunder immediately prior to the Effective Time shall be entitled canceled at the Effective Time and converted into the right to receive the Merger Consideration Price Per Share in accordance with Section 3.1(b1.5, 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 5.4). As , be refunded to such participant as promptly as practicable following the purchase Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of Company Common Stock the Final Exercise Date and the termination of the ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as terms of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).

Treatment of Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take or cause to be taken all actions as may be required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof 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 hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement. Prior to the First Effective Time, the Company shall take all actions that shall: (i) cause any offering period (or similar period during which shares may be necessary to (xpurchased) cause in progress under the Final Offering Period, Company ESPP immediately prior to the extent that it would otherwise Closing to be outstanding at the First Effective Time, final offering period under the Company ESPP and to be terminated no later than ten (10) three Business Days prior to the date on which Closing Date and no earlier than ten Business Days prior to the First Effective Time occursClosing Date (the "Final Exercise Date"); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant to under the Company ESPP; (iii) cause each participant's then-outstanding share purchase right under the Company ESPP (the "Company ESPP Rights") to be exercised as of the Final Exercise Date; and (ziv) cause terminate the exercise (Company ESPP as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock each share purchased thereunder prior to the Effective Time shall be entitled cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 3.1(b2.01(b), subject to withholding of any applicable income and employment withholding Taxes. As Any accumulated contributions of each participant under the Company 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 Company ESPP (as amended pursuant to this Section 2.03(c)), be refunded to such participant as promptly as practicable following the purchase Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of the Final Exercise Date and termination of the Company Common Stock ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).2.04

Treatment of Company ESPP. As soon as practicable following after the date of this Agreement, the Company shall take or cause to be taken all actions as action that may be required necessary to provide that that: (iw) no new offering period (or similar period during which shares may be purchased) shall commence under the Offering Period (as defined in ESPP following the Company ESPP) in effect as commencement of the date hereof shall be the final Offering Period (such periodoffering period scheduled to commence on May 15, the 2019(the “Final Offering Period”) (it being understood and no further Offering Period agreed that the offering period scheduled to commence on May 15, 2019 shall commence pursuant to the Company ESPP after the date hereof, and have a maximum duration of six months); (iix) each individual participating participants in the Final Offering Period on ESPP as of the date of this Agreement shall may not be permitted to (A) increase his or her their payroll contribution rate pursuant to deductions under the Company ESPP from the rate those in effect when at the commencement of the Final Offering Period; (y) no new participants may commence participation in the ESPP following the commencement of the Final Offering Period; and (z) the Final Offering Period commenced or (B) make separate non-payroll contributions to may not be extended beyond its original six month duration. Without limiting the Company ESPP on or following foregoing, as soon as reasonably practicable after the date of this Agreement. Prior Agreement (but in any event prior to the First Effective TimeClosing), the Company shall take all actions that such action as may be necessary to to: (xi) cause the Final Offering Period, Period (or similar period during which shares may be purchased) to be the extent that it would otherwise be outstanding at final offering period under the First Effective Time, ESPP and to be terminated no later than ten (10) three Business Days prior to the date on which anticipated Closing Date (the First Effective Time occurs“Final Exercise Date”); (yii) after review and consent of Parent, make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant under the ESPP; (iii) cause each participant’s then-outstanding share purchase right under the ESPP (the “Company ESPP Rights”) to be exercised as of the Company ESPPFinal Exercise Date; and (ziv) cause terminate the exercise (ESPP as of no later than ten (10) Business Days prior to the date on which the First Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPTime. On such exercise datethe Final Exercise Date, the Company shall apply the funds credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account for each participant under the ESPP shall be used to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPPESPP (as amended pursuant to this Section 5.4), and such shares of Company Common Stock each share purchased thereunder immediately prior to the Effective Time shall be entitled canceled at the Effective Time and converted into the right to receive the Merger Consideration Price Per Share in accordance with Section 3.1(b1.5, 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 5.4). As , be refunded to such participant as promptly as practicable following the purchase Effective Time (without interest). No further Company ESPP Rights shall be granted or exercised under the ESPP after the Final Exercise Date. The Company shall provide timely notice to participants of shares the setting of Company Common Stock the Final Exercise Date and the termination of the ESPP in accordance with the preceding sentence, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as terms of the First Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.3(f).