Common use of Treatment of Company ESPP Clause in Contracts

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) no new participants will commence participation in the Company ESPP after the date of 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 of this Agreement or make separate non-payroll contributions on or following the date of this Agreement; and (iii) no new Offering Period (as defined in the Company ESPP) will commence or be extended pursuant to the Company ESPP after the date of this Agreement. If the Effective Time is expected to occur prior to the end of 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 defined in the Company ESPP) for the current Offering Period (such earlier date, the “Early ESPP Exercise Date”), and each Company ESPP participant’s accumulated contributions under the Company ESPP shall be used to purchase whole shares of Company Common Stock in accordance with the terms of the Company ESPP as of the Early ESPP Exercise Date. The Early ESPP Exercise Date will be as close to the Effective Time as is administratively practicable. As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the 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 Effective Time (but subject to the consummation of the Merger).

Treatment of Company ESPP. With respect to the Company ESPP, as As soon as practicable following the date of this Agreement, the Company shall take 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 provide that with respect to the Company 2010 Employee Stock Purchase Plan, as amended (or, if appropriate, the committee administering “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) will adopt resolutions and take all other actions as may be required to provide that (i) no new participants will commence participation may begin participating in the Company ESPP current offering period, (B) no offering period will be commenced after the date of this Agreement; Agreement (iiit being understood that any offering period in effect on the date hereof may continue in accordance with its terms), (C) no current Company ESPP participant will be allowed to increase their payroll contribution rate or purchase elections from those any offering period that is in effect as of the date of this Agreement or make separate non-payroll contributions on or following shall be terminated effective as of the last day of the purchase period that is in effect as of the date of this Agreement; and (iii) no new Offering Period (as defined in the Company ESPP) will commence or be extended pursuant to the Company ESPP after the date of this Agreement. If the Effective Time is expected to occur Agreement or, if earlier, prior to the end of 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 defined in the Company ESPP) for the current Offering Period (such earlier date, the “Early ESPP Exercise Date”)Effective Time, and each Company ESPP participant’s accumulated contributions under all amounts then credited to the Company ESPP accounts of participants shall be used to purchase whole shares of Company Common Stock in accordance with the terms of the Company ESPP, (D) the amount of the accumulated contributions of each participant under the Company ESPP as of the Early termination of the Company ESPP Exercise Date. The Early ESPP Exercise Date will be as close shall, to the Effective Time as is administratively practicable. As promptly as practicable following the extent not used to purchase of shares of Company Common Stock in accordance with the 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, be refunded to such participant as promptly as practicable following the Effective Time (without interest and less any required Tax withholdings), and (E) 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 shall be terminated as of the Effective Time (but subject Time. To the extent such accumulated contributions are used to purchase shares of Company Common Stock, the consummation of purchased shares shall be converted into the Mergerright to receive the Per Share Merger Consideration pursuant to ‎Section 2.07(c).

Treatment of Company ESPP. With respect to the Company ESPP, as As soon as practicable following the date of this Agreement, the Company shall take 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 provide that with respect to the Company 2010 Employee Stock Purchase Plan, as amended (or, if appropriate, the committee administering “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) will adopt resolutions and take all other actions as may be required to provide that (i) no new participants will commence participation may begin participating in the Company ESPP current offering period, (B) no offering period will be commenced after the date of this Agreement; Agreement (iiit being understood that any offering period in effect on the date hereof may continue in accordance with its terms), (C) no current Company ESPP participant will be allowed to increase their payroll contribution rate or purchase elections from those any offering period that is in effect as of the date of this Agreement or make separate non-payroll contributions on or following shall be terminated effective as of the last day of the purchase period that is in effect as of the date of this Agreement; and (iii) no new Offering Period (as defined in the Company ESPP) will commence or be extended pursuant to the Company ESPP after the date of this Agreement. If the Effective Time is expected to occur Agreement or, if earlier, prior to the end of 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 defined in the Company ESPP) for the current Offering Period (such earlier date, the “Early ESPP Exercise Date”)Effective Time, and each Company ESPP participant’s accumulated contributions under all amounts then credited to the Company ESPP accounts of participants shall be used to purchase whole shares of Company Common Stock in accordance with the terms of the Company ESPP, (D) the amount of the accumulated contributions of each participant under the Company ESPP as of the Early termination of the Company ESPP Exercise Date. The Early ESPP Exercise Date will be as close shall, to the Effective Time as is administratively practicable. As promptly as practicable following the extent not used to purchase of shares of Company Common Stock in accordance with the 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, be refunded to such participant as promptly as practicable following the Effective Time (without interest and less any required Tax withholdings), and (E) 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 shall be terminated as of the Effective Time (but subject Time. To the extent such accumulated contributions are used to purchase shares of Company Common Stock, the consummation of purchased shares shall be converted into the Mergerright to receive the Per Share Merger Consideration pursuant to Section 2.07(c).

Treatment of Company ESPP. With respect to During the Company ESPP, as soon as practicable following period from the date of this AgreementAgreement to the Effective Time, the Company Board (or, if appropriate, the committee administering the Company ESPP) will adopt resolutions and shall take all other actions as may be required action necessary to provide ensure that (i) no new participants offering periods under the Company’s Employee Stock Purchase Plan (the “ESPP”) will commence participation in during the Company ESPP after period from the date of this Agreement; Agreement through the Effective Time, (ii) no current Company ESPP participant that there will be allowed no increase in the amount of payroll deductions permitted to increase their be made by the participants under the ESPP during the current offering periods, except those made in accordance with payroll contribution rate or purchase deduction elections from those that are in effect as of the date of this Agreement or make separate non-payroll contributions on or following Agreement, (iii) no individuals shall commence participation in the ESPP during the period from the date of this Agreement; and (iii) no new Offering Period (as defined in the Company ESPP) will commence or be extended pursuant to the Company ESPP after the date of this Agreement. If Agreement through the Effective Time is expected to Time, (iv) if the Closing shall occur prior to the end of the current Offering Periodoffering period in existence under the ESPP on the date of this Agreement, a new exercise date shall be established under the Company will take action ESPP, which date shall be no later than the business day immediately prior to provide for the final Exercise Date, including for purposes of determining the Purchase Price anticipated Closing Date (each, as defined in the Company ESPP) for the current Offering Period (such earlier date, the “Early ESPP Exercise Cut-Off Date”), and (v) the amount of the accumulated contributions of each participant under the ESPP as of immediately prior to the Effective Time shall, to the extent not used to purchase Company ESPP participant’s Shares in accordance with the terms and conditions of the ESPP (as amended pursuant to this Section 2.05), be refunded to such participant as promptly as practicable following the ESPP Cut-Off Date (without interest). The accumulated contributions under of the Company ESPP participants in the current offering periods shall be used to purchase whole shares of Company Common Stock in accordance with the terms of the Company ESPP as of no later than the Early ESPP Exercise Cut-Off Date, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. The Early ESPP Exercise Date will be as close As of no later than the business day immediately prior to the Effective Time as is administratively practicable. As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the foregoingTime, 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 Effective Time (but subject to the consummation of the Merger)ESPP.

Treatment of Company ESPP. With respect The Company shall take all actions necessary pursuant to the Company Company’s 1999 Employee Stock Purchase Plan (the “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) no new participants will commence participation offering periods under the ESPP, other than the offering period in effect under the Company ESPP after on the date of this Agreement; , shall be authorized, continued or commenced following the date of this Agreement, (ii) no current Company ESPP participant there will be allowed no increase in the amount of payroll deduction elections permitted to increase their be made by the participants under the ESPP during the current offering period, except those made in accordance with payroll contribution rate or purchase deduction elections from those that are in effect or duly pending as of the date of this Agreement or make separate non-payroll contributions on or Agreement, (iii) no individuals shall commence participation in the ESPP following the date of this Agreement; and , (iiiiv) no new Offering Period the ESPP shall terminate effective as of the earlier of (as defined in the Company ESPPA) will commence or be extended pursuant to the Company ESPP after the date of this Agreement. If the Effective Time is expected to occur prior to the end of the current Offering Period, offering period and (B) the Company will take action fifth trading day immediately prior to provide for the final Exercise Date, including for purposes of determining the Purchase Price anticipated Closing Date (each, as defined in the Company ESPP) for the current Offering Period (such earlier date, the “Early ESPP Exercise Cut-Off Date”), and (v) the amount of the accumulated contributions of each participant under the ESPP as of immediately prior to the Effective Time shall, to the extent not used to purchase Company ESPP participant’s Shares in accordance with the terms and conditions of the ESPP (as amended pursuant to this Section 2.6(d)), be refunded to such participant as promptly as practicable following the ESPP Cut-Off Date (without interest). The accumulated contributions under of the Company ESPP participants in the current offering period shall be used to purchase whole shares of Company Common Stock in accordance with the terms of the Company ESPP Shares as of no later than the Early ESPP Exercise Cut-Off Date. The Early ESPP Exercise Date will be as close to , and the Effective Time as is administratively practicable. As promptly as practicable following the participants’ purchase of shares of Company Common Stock in accordance with the foregoing, the Company rights under such offerings shall return to each participant the funds, if any, that remain in such participant’s account terminate immediately after such purchase. The Company Board (orUnless earlier terminated, if appropriateautomatically by virtue of the Merger and without further action, the committee administering ESPP shall automatically terminate by virtue of the Company ESPP) will adopt resolutions and take all other actions Merger as may be required to terminate the Company ESPP no later than of immediately prior to (and effective as of contingent upon the occurrence of) the Effective Time (but subject to the consummation of the Merger)Time.