Common use of Treatment of Company ESPP Clause in Contracts

Treatment of Company ESPP. (i) The Company shall take all actions necessary to (A) cause the Company’s Employee Share Purchase Plan, the 2008 Sharesave Scheme, as amended, and the International Employee Share Purchase Plan (collectively, the “Company ESPP”) not to (1) commence an offering period to purchase Company Shares that would otherwise begin after the end of any offering period in effect as of the date hereof, (2) accept payroll deductions to be used to purchase Company Shares under the Company ESPP after the end of any offering period in effect as of the date hereof or (3) ensure that no new participants be permitted to participate in the Company ESPP and that the existing participants thereunder may not increase their elections with respect to any offering period in effect as of the date hereof, and (B) cause the Company ESPP to terminate immediately after the purchases set forth in Section 3.03(b)(ii), if any, and immediately prior to the Effective Time. (ii) In the case of any outstanding purchase rights (the “Company Share Purchase Plan Awards”) under the Company ESPP, (A) immediately prior to the Effective Time (1) any offering period under the Company’s Employee Share Purchase Plan and the International Employee Share Purchase Plan shall end and each participant’s accumulated payroll deduction shall be used to purchase newly issued Company Shares in accordance with the terms of the Company’s Employee Share Purchase Plan or the International Employee Share Purchase Plan (as applicable) and (2) such Company Shares shall be treated the same as all other Company Shares in accordance with Section 3.01(c), and (B) prior to the Effective Time (1) the Company shall promptly take all actions necessary to enable and require participants in the 2008 Sharesave Scheme, as amended, to utilize their accumulated payroll deduction to purchase newly issued Company Shares in accordance with the terms of the 2008 Sharesave Scheme, as amended, such that there are no outstanding purchase rights thereunder as at the Effective Time and (2) such Company Shares shall be treated the same as all other Company Shares in accordance with Section 3.01(c).

Treatment of Company ESPP. (i) The Company shall take all actions necessary to (A) cause the Company’s Employee Share Purchase Plan, the 2008 Sharesave Scheme, as amended, and the International Employee Share Purchase Plan (collectively, the “Company ESPP”) not to (1) commence an offering period to purchase Company Shares that would otherwise begin after the end of any offering period in effect as of the date hereof, (2) accept payroll deductions to be used to purchase Company Shares under the Company ESPP after the end of any offering period in effect as of the date hereof or (3) ensure that no new participants be permitted to participate in the Company ESPP and that the existing participants thereunder may not increase their elections with respect to any offering period in effect as of the date hereof, and (B) cause the Company ESPP to terminate immediately after the purchases set forth in Section 3.03(b)(ii7.2(b)(ii), if any, and immediately prior to the Effective Time. (ii) In the case of any outstanding purchase rights (the “Company Share Purchase Plan Awards”) under the Company ESPP, (A) immediately prior to the Effective Time (1) any offering period under the Company’s Employee Share Purchase Plan and the International Employee Share Purchase Plan shall end and each participant’s accumulated payroll deduction shall be used to purchase newly issued Company Shares in accordance with the terms of the Company’s Employee Share Purchase Plan or the International Employee Share Purchase Plan (as applicable) and (2) such Company Shares shall be treated the same as all other Company Shares in accordance with Section 3.01(c7.1(c), and (B) prior to the Effective Time (1) the Company shall promptly take all actions necessary to enable and require participants in the 2008 Sharesave Scheme, as amended, to utilize their accumulated payroll deduction to purchase newly issued Company Shares in accordance with the terms of the 2008 Sharesave Scheme, as amended, such that there are no outstanding purchase rights thereunder as at the Effective Time and (2) such Company Shares shall be treated the same as all other Company Shares in accordance with Section 3.01(c7.1(c).

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 Company shall take all actions necessary to the Offering Period (A) cause as defined in the Company’s Employee Share Purchase Plan, the 2008 Sharesave Scheme, as amended, and the International Employee Share Purchase Plan (collectively, the “Company ESPP”) not to (1) commence an offering period to purchase Company Shares that would otherwise begin after the end of any offering period in effect as of the date hereof, (2) accept payroll deductions to be used to purchase Company Shares under the Company ESPP after the end of any offering period in effect as of the date hereof or shall be the final Offering Period (3such period, the “Final Offering Period”) ensure that and no new participants be permitted further Offering Period shall commence pursuant to participate in the Company ESPP and that the existing participants thereunder may not increase their elections with respect to any offering period in effect as of 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 Company ESPP Final Offering Period, to terminate immediately after the purchases set forth in Section 3.03(b)(ii)extent that it would otherwise be outstanding at the First Effective Time, if any, and immediately to be terminated no later than ten (10) Business Days prior to the date on which the First Effective Time. Time occurs; (iiy) In after review and consent of Parent, make any pro rata adjustments that may be necessary to reflect the case of any outstanding purchase rights (Final Offering Period, but otherwise treat the “Company Share Purchase Plan Awards”) under Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP, ; and (Az) immediately cause the exercise (as of no later than ten (10) Business Days prior to the date on which the First Effective Time (1occurs) any offering period under of each outstanding purchase right pursuant to the Company’s Employee Share Purchase Plan and Company ESPP. On such exercise date, the International Employee Share Purchase Plan Company shall end and apply the funds credited as of such date pursuant to the Company ESPP within each participant’s accumulated payroll deduction shall be used withholding account to the purchase newly issued of whole shares of Company Shares Common Stock in accordance with the terms of the Company’s Employee Share Purchase Plan or the International Employee Share Purchase Plan (as applicable) Company ESPP, and (2) such shares of Company Shares Common Stock shall be treated entitled to the same as all other Company Shares Merger Consideration in accordance with Section 3.01(c3.1(b), and (B) prior to . As promptly as practicable following the Effective Time (1) the purchase of shares of Company shall promptly take all actions necessary to enable and require participants in the 2008 Sharesave Scheme, as amended, to utilize their accumulated payroll deduction to purchase newly issued Company Shares Common Stock in accordance with the terms 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 2008 Sharesave Scheme, as amended, such that there are no outstanding purchase rights thereunder as at the First Effective Time and (2) such but subject to the consummation of the First Merger), the Company Shares shall be treated terminate the same as Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all other Company Shares in accordance with ESPP participants describing the treatment of the Company ESPP pursuant to this Section 3.01(c3.3(f).

Treatment of Company ESPP. (i) The As soon as practicable following the date of this Agreement, the Company shall take all actions any actions, and the Board of Directors of the Company and/or the Compensation Committee thereof, as applicable, shall adopt any resolutions and take any actions, that are necessary to (A) cause provide that with respect to the Company’s Company 2010 Employee Share Stock Purchase Plan, the 2008 Sharesave Scheme, as amended, and the International Employee Share Purchase Plan amended (collectively, the “Company ESPP”): (A) participants in the Company ESPP may not alter their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Company ESPP) and no new participants may begin participating in the current offering period, (1B) commence an no offering period to purchase Company Shares that would otherwise begin will be commenced after the end date of this Agreement (it being understood that any offering period in effect on the date hereof may continue in accordance with its terms), (C) any offering period that is in effect as of the date hereof, (2) accept payroll deductions to of this Agreement shall be used to terminated effective as of the last day of the purchase Company Shares under the Company ESPP after the end of any offering period that is in effect as of the date hereof or (3) ensure that no new participants be permitted to participate in the Company ESPP and that the existing participants thereunder may not increase their elections with respect to any offering period in effect as of the date hereof, and (B) cause the Company ESPP to terminate immediately after the purchases set forth in Section 3.03(b)(ii)this Agreement or, if anyearlier, and immediately prior to the Effective Time. (ii) In the case of any outstanding purchase rights (the “Company Share Purchase Plan Awards”) under the Company ESPP, (A) immediately prior and all amounts then credited to the Effective Time (1) any offering period under the Company’s Employee Share Purchase Plan and the International Employee Share Purchase Plan shall end and each participant’s accumulated payroll deduction accounts of participants shall be used to purchase newly issued shares of Company Shares Common Stock in accordance with the terms of the Company’s Employee Share Purchase Plan or Company ESPP, (D) the International Employee Share Purchase Plan (amount of the accumulated contributions of each participant under the Company ESPP as applicable) and (2) such of the termination of the Company Shares shall be treated ESPP shall, to the same as all other extent not used to purchase shares of Company Shares Common Stock in accordance with Section 3.01(cthe Company ESPP, be refunded to such participant as promptly as practicable following the Effective Time (without interest and less any required Tax withholdings), and (B) prior to the Effective Time (1E) the Company ESPP shall promptly take all actions necessary to enable and require participants in be terminated as of the 2008 Sharesave Scheme, as amended, to utilize their Effective Time. To the extent such accumulated payroll deduction contributions are used to purchase newly issued shares of Company Shares in accordance with Common Stock, the terms of the 2008 Sharesave Scheme, as amended, such that there are no outstanding purchase rights thereunder as at the Effective Time and (2) such Company Shares purchased shares shall be treated converted into the same as all other Company Shares in accordance with Section 3.01(cright to receive the Per Share Merger Consideration pursuant to ‎Section 2.07(c).

Treatment of Company ESPP. (i) The As soon as practicable following the date of this Agreement, the Company shall take all actions any actions, and the Board of Directors of the Company and/or the Compensation Committee thereof, as applicable, shall adopt any resolutions and take any actions, that are necessary to (A) cause provide that with respect to the Company’s Company 2010 Employee Share Stock Purchase Plan, the 2008 Sharesave Scheme, as amended, and the International Employee Share Purchase Plan amended (collectively, the “Company ESPP”): (A) participants in the Company ESPP may not alter their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Company ESPP) and no new participants may begin participating in the current offering period, (1B) commence an no offering period to purchase Company Shares that would otherwise begin will be commenced after the end date of this Agreement (it being understood that any offering period in effect on the date hereof may continue in accordance with its terms), (C) any offering period that is in effect as of the date hereof, (2) accept payroll deductions to of this Agreement shall be used to terminated effective as of the last day of the purchase Company Shares under the Company ESPP after the end of any offering period that is in effect as of the date hereof or (3) ensure that no new participants be permitted to participate in the Company ESPP and that the existing participants thereunder may not increase their elections with respect to any offering period in effect as of the date hereof, and (B) cause the Company ESPP to terminate immediately after the purchases set forth in Section 3.03(b)(ii)this Agreement or, if anyearlier, and immediately prior to the Effective Time. (ii) In the case of any outstanding purchase rights (the “Company Share Purchase Plan Awards”) under the Company ESPP, (A) immediately prior and all amounts then credited to the Effective Time (1) any offering period under the Company’s Employee Share Purchase Plan and the International Employee Share Purchase Plan shall end and each participant’s accumulated payroll deduction accounts of participants shall be used to purchase newly issued shares of Company Shares Common Stock in accordance with the terms of the Company’s Employee Share Purchase Plan or Company ESPP, (D) the International Employee Share Purchase Plan (amount of the accumulated contributions of each participant under the Company ESPP as applicable) and (2) such of the termination of the Company Shares shall be treated ESPP shall, to the same as all other extent not used to purchase shares of Company Shares Common Stock in accordance with Section 3.01(cthe Company ESPP, be refunded to such participant as promptly as practicable following the Effective Time (without interest and less any required Tax withholdings), and (B) prior to the Effective Time (1E) the Company ESPP shall promptly take all actions necessary to enable and require participants in be terminated as of the 2008 Sharesave Scheme, as amended, to utilize their Effective Time. To the extent such accumulated payroll deduction contributions are used to purchase newly issued shares of Company Shares in accordance with Common Stock, the terms of the 2008 Sharesave Scheme, as amended, such that there are no outstanding purchase rights thereunder as at the Effective Time and (2) such Company Shares purchased shares shall be treated converted into the same as all other Company Shares in accordance with right to receive the Per Share Merger Consideration pursuant to Section 3.01(c2.07(c).

Treatment of Company ESPP. With respect to the Company ESPP, as soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, the committee administering the Company ESPP) will adopt resolutions and take all other actions as may be required to provide that (i) The no new participants will commence participation in the Company shall take all actions necessary to (A) cause the Company’s Employee Share Purchase Plan, the 2008 Sharesave Scheme, as amended, and the International Employee Share Purchase Plan (collectively, the “Company ESPP”) not to (1) commence an offering period to purchase Company Shares that would otherwise begin ESPP after the end date of any offering period this Agreement; (ii) no current Company ESPP participant will be allowed to increase their payroll contribution rate or purchase elections from those in effect as of the date hereof, of this Agreement or make separate non-payroll contributions on or following the date of this Agreement; and (2iii) accept payroll deductions no new Offering Period (as defined in the Company ESPP) will commence or be extended pursuant to be used to purchase Company Shares under the Company ESPP after the date of this Agreement. If the Effective Time is expected to occur prior to the end of any offering period in effect the current Offering Period, the Company will take action to provide for the final Exercise Date, including for purposes of determining the Purchase Price (each, as of the date hereof or (3) ensure that no new participants be permitted to participate defined in the Company ESPP) for the current Offering Period (such earlier date, the “Early ESPP and that the existing participants thereunder may not increase their elections with respect to any offering period in effect as of the date hereofExercise Date”), and (B) cause each Company ESPP participant’s accumulated contributions under the Company ESPP to terminate immediately after the purchases set forth in Section 3.03(b)(ii), if any, and immediately prior to the Effective Time. (ii) In the case of any outstanding purchase rights (the “Company Share Purchase Plan Awards”) under the Company ESPP, (A) immediately prior to the Effective Time (1) any offering period under the Company’s Employee Share Purchase Plan and the International Employee Share Purchase Plan shall end and each participant’s accumulated payroll deduction shall be used to purchase newly issued whole shares of Company Shares Common Stock in accordance with the terms of the Company’s Employee Share Purchase Plan or Company ESPP as of the International Employee Share Purchase Plan (Early ESPP Exercise Date. The Early ESPP Exercise Date will be as applicable) and (2) such Company Shares shall be treated the same as all other Company Shares in accordance with Section 3.01(c), and (B) prior close to the Effective Time (1) as is administratively practicable. As promptly as practicable following the purchase of shares of Company shall promptly take all actions necessary to enable and require participants in the 2008 Sharesave Scheme, as amended, to utilize their accumulated payroll deduction to purchase newly issued Company Shares Common Stock in accordance with the terms foregoing, the Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. The Company Board (or, if appropriate, the committee administering the Company ESPP) will adopt resolutions and take all other actions as may be required to terminate the Company ESPP no later than immediately prior to and effective as of the 2008 Sharesave Scheme, as amended, such that there are no outstanding purchase rights thereunder as at the Effective Time and (2) such Company Shares shall be treated but subject to the same as all other Company Shares in accordance with Section 3.01(cconsummation of the Merger).