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 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 (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, (B) no offering period will be commenced after the 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 of this Agreement shall be terminated effective as of the last day of the purchase period that is in effect as of the date of this Agreement or, if earlier, prior to the Effective Time, and all amounts then credited to the accounts of participants shall be used to purchase 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 termination of the Company ESPP shall, to the extent not used to purchase shares of Company Common Stock in accordance with 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) the Company ESPP shall be terminated as of the Effective Time. To the extent such accumulated contributions are used to purchase shares of Company Common Stock, the purchased shares shall be converted into the right to receive the Per Share Merger Consideration pursuant to ‎Section 2.07(c).

Treatment of Company ESPP. As soon as practicable The Company shall take all actions necessary pursuant to the Company’s 1999 Employee Stock Purchase Plan (the “ESPP”) to provide that (i) no new offering periods under the ESPP, other than the offering period in effect under the ESPP on the date of this Agreement, shall be authorized, continued or commenced 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 (the “Company ESPP”): (Aii) participants there will be no increase in the Company amount of payroll deduction elections permitted to be made by the participants under the 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 during the current offering period, (B) no offering period will be commenced after the date of this Agreement (it being understood that any offering period in effect on the date hereof may continue except those made in accordance with its terms), (C) any offering period payroll deduction elections that is are in effect or duly pending as of the date of this Agreement Agreement, (iii) no individuals shall be terminated commence participation in the ESPP following the date of this Agreement, (iv) the ESPP shall terminate effective as of the last day earlier of (A) the end of the purchase current offering period that is in effect as of and (B) the date of this Agreement or, if earlier, fifth trading day immediately prior to the Effective Timeanticipated Closing Date (the “ESPP Cut-Off Date”), and all amounts then credited to the accounts of participants shall be used to purchase shares of Company Common Stock in accordance with the terms of the Company ESPP, (Dv) the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the termination of the Company ESPP Effective Time shall, to the extent not used to purchase shares of Company Common Stock ESPP Shares in accordance with the Company ESPPterms 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 Effective Time ESPP Cut-Off Date (without interest and less any required Tax withholdingsinterest). The accumulated contributions of the participants in the current offering period shall be used to purchase Shares as of no later than the ESPP Cut-Off Date, and (E) the Company participants’ purchase rights under such offerings shall terminate immediately after such purchase. Unless earlier terminated, automatically by virtue of the Merger and without further action, the ESPP shall be terminated automatically terminate by virtue of the Merger as of immediately prior to (and contingent upon the occurrence of) the Effective Time. To the extent such accumulated contributions are used to purchase shares of Company Common Stock, the purchased shares shall be converted into the right to receive the Per Share Merger Consideration pursuant to ‎Section 2.07(c).

Treatment of Company ESPP. As soon as practicable following During the period from the date of this AgreementAgreement to the Effective Time, 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 all action necessary to provide ensure that with respect to (i) no new offering periods under the Company 2010 Company’s Employee Stock Purchase Plan, as amended Plan (the “Company ESPP”): (A) participants in will commence during the Company ESPP may not alter their payroll deductions period from those in effect on the date of this Agreement through the Effective Time, (other than to discontinue their participation ii) that there will be no increase in the Company ESPP) and no new amount of payroll deductions permitted to be made by the participants may begin participating in under the ESPP during the current offering periodperiods, (B) no offering period will be commenced after the date of this Agreement (it being understood that any offering period in effect on the date hereof may continue except those made in accordance with its terms), (C) any offering period payroll deduction elections that is are in effect as of the date of this Agreement Agreement, (iii) no individuals shall be terminated effective as of commence participation in the last day of ESPP during the purchase period that is in effect as of from the date of this Agreement or, if earlier, prior to through the Effective Time, and all amounts then credited (iv) if the Closing shall occur prior to the accounts end of participants the offering period in existence under the ESPP on the date of this Agreement, a new exercise date shall be used to purchase shares of Company Common Stock in accordance with established under the terms of the Company ESPP, which date shall be no later than the business day immediately prior to the anticipated Closing Date (Dthe “ESPP Cut-Off Date”), and (v) the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the termination of the Company ESPP Effective Time shall, to the extent not used to purchase shares of Company Common Stock ESPP Shares in accordance with the Company ESPPterms and conditions of the ESPP (as amended pursuant to this Section 2.05), be refunded to such participant as promptly as practicable following the Effective Time ESPP Cut-Off Date (without interest and less any required Tax withholdingsinterest), and (E) . The accumulated contributions of the Company ESPP participants in the current offering periods shall be terminated as of the Effective Time. To the extent such accumulated contributions are used to purchase shares of Company Common StockStock as of no later than the ESPP Cut-Off Date, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. As of no later than the business day immediately prior to the Effective Time, the purchased shares Company shall be converted into terminate the right to receive the Per Share Merger Consideration pursuant to ‎Section 2.07(c)ESPP.

Treatment of Company ESPP. 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 (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, (B) no offering period will be commenced after the 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 of this Agreement shall be terminated effective as of the last day of the purchase period that is in effect as of the date of this Agreement or, if earlier, prior to the Effective Time, and all amounts then credited to the accounts of participants shall be used to purchase 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 termination of the Company ESPP shall, to the extent not used to purchase shares of Company Common Stock in accordance with 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) the Company ESPP shall be terminated as of the Effective Time. To the extent such accumulated contributions are used to purchase shares of Company Common Stock, the purchased shares shall be converted into the right to receive the Per Share Merger Consideration pursuant to ‎Section Section 2.07(c).