Treatment of Employee Stock Purchase Plan. With respect to the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), as soon as practicable following the date hereof, the Company Board (or a committee thereof) will adopt resolutions or take other actions as may be required to provide that (i) each Offering Period (as defined in the ESPP) in effect as of the date hereof (the “Final Offering Period”) shall be the final Offering Period under the ESPP, and (ii) each individual participating in the Final Offering Period will not be permitted to (A) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof or (B) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Law. If the Final Offering Period has not ended prior to the Effective Time, then, prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than the consummation of the Merger, (1) cause the Final Offering Period to be terminated no later than one (1) Business Day prior to the date on which the Effective Time occurs; (2) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3) cause the exercise (as of no later than one (1) Business Day prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the ESPP. On such exercise date for the Final Offering Period, the Company will apply the funds credited as of such date pursuant to the 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 ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company will terminate the ESPP.
Treatment of Employee Stock Purchase Plan. As soon as practicable following the execution of the Merger Agreement, DICE is required to take all actions with respect to the ESPP that are necessary to provide that (i) with respect to the ESPP Offering Period under the ESPP in effect as of June 18, 2023, if any, no individual who was not already a participant in the ESPP as of June 18, 2023 may enroll in the ESPP with respect to such ESPP Offering Period and no participant may increase the percentage amount of their payroll deduction election from that in effect on June 18, 2023 for such offering period, (ii) no new offering period will be commenced under the ESPP prior to the Effective Time, (iii) if the applicable purchase date with respect to the ESPP Offering Period in effect on June 18, 2023 would otherwise occur on or after the day on which the Acceptance Time occurs, such ESPP Offering Period will be shortened and the applicable purchase date with respect to such ESPP Offering Period will occur on the day immediately preceding the date on which the Acceptance Time occurs, and (iv) immediately prior to the Effective Time, the ESPP will terminate. Promised Grantees. Prior to the Effective Time, DICE will grant a cash bonus in a specified manner to each person identified on the Disclosure Letter who had been promised an equity interest in DICE and remains at the time an employee of DICE (each, a “Promised Grantee”) in lieu of such promised equity interest in exchange for (and subject to) the execution of a general release of claims in favor of DICE, Xxxxx and related persons. As of and following the Effective Time, no Promised Grantee will have the right to acquire any equity interest in DICE or the Surviving Corporation or have any right to receive an equity award in respect thereof. DICE Warrants. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each DICE Warrant that is then issued, unexpired and unexercised will, as a result of the Merger and without any action on the part of any holder of the DICE Warrant, cease to represent a DICE Warrant in respect of Shares and will become a warrant exercisable for an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Merger Consideration over the exercise price per Share underlying such DICE Warrant by (ii) the number of Shares underlying such DICE Warrant.
Treatment of Employee Stock Purchase Plan. The current offerings in progress as of the date hereof under the Company’s Employee Stock Purchase Plan (the “ESPP”) shall continue, and the shares of Company Common Stock shall be issued to participants thereunder on the next currently scheduled purchase dates thereunder occurring after the date hereof as provided under, and subject to the terms and conditions of, the ESPP. In accordance with the terms of the ESPP, any offering in progress as of the Effective Time shall be shortened, and the “Exercise Date” (as defined in the ESPP) shall be the business day immediately preceding the Effective Time. Each then outstanding option under the ESPP shall be exercised automatically on such Exercise Date. Notwithstanding any restrictions on transfer of stock in the ESPP, the treatment in the Merger of any stock under this provision shall be in accordance with Section 2.1(a). The Company shall terminate the ESPP as of or prior to the Effective Time. The Company shall promptly after the date hereof amend the ESPP as appropriate to avoid the commencement of any new offering of options thereunder at or after the date hereof and prior to the earlier of the termination of this Agreement or the Effective Time.
Treatment of Employee Stock Purchase Plan. Except as otherwise provided in this Section 2.4, each current “Payroll Deduction Period” (as defined in the Company ESPP) (a “Payroll Deduction Period”) in progress as of the date of this Agreement under the Company ESPP will continue, and the shares of Company Common Stock will be issued to participants thereunder on the next currently scheduled purchase dates thereunder occurring after the date of this Agreement as provided under, and subject to the terms and conditions of, the Company ESPP. New Payroll Deduction Periods under the Company ESPP will be permitted to commence following the date of this Agreement in the ordinary course of business. Any Payroll Deduction Period in progress as of the Effective Time will be shortened, and the last day of each such Payroll Deduction Period will be a date specified by Parent that is not more than thirty (30) days preceding the Effective Time or such other time as the parties otherwise agree, at which time each participant in the Company ESPP shall have purchased for his or her account as many shares of Company Common Stock as his or her payroll deductions that have accumulated during the relevant Payroll Deduction Period can purchase under the terms of the Company ESPP. Notwithstanding any restrictions on transfer of stock in the Company ESPP, the treatment in the Merger of any shares of Company Common Stock under this provision will be in accordance with Section 2.1. The Company will terminate the Company ESPP as of or prior to the Effective Time. The Company will, promptly after the date of this Agreement, take all actions (including, if appropriate, amending the terms of the Company ESPP) that are necessary to give effect to the transactions contemplated by this Section 2.4.
Treatment of Employee Stock Purchase Plan. Prior to the Effective Time, the Company shall take all necessary and appropriate actions such that (i) the offering period in effect on the date hereof under the ESPP ends no later than the tenth (10th) day preceding the Effective Time (the “Final Purchase Date”), (ii) no new purchase or offering period under the ESPP commences on or following the date hereof, (iii) participation in the offering period in effect on the date hereof shall be limited to those eligible employees who are participants on the date of this Agreement (and the Company shall, as soon as reasonably practicable, ensure that such participants may not increase their payroll deductions or purchase elections from those in effect immediately prior to the date of this Agreement), and (iv) as of the Effective Time, as applicable, the ESPP terminates in accordance with the terms of the ESPP. The Company shall (if necessary) notify each participant in writing, at least ten (10) days prior to the Final Purchase Date, that the then-current purchase date for the participant’s option under the ESPP has been changed to the Final Purchase Date and that the participant’s option shall be exercised automatically on the Final Purchase Date, unless prior to such date the participant withdraws from the then-current offering period. On the Final Purchase Date, the Company shall apply all funds credited as of such date under such ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of such ESPP.
Treatment of Employee Stock Purchase Plan. The current offerings in progress as of the date hereof under the Company’s 2010 Employee Stock Purchase Plan (the “ESPP”) shall continue in effect and the Company shall not permit participants to increase their rate of contributions for such offering, and the shares of Company Common Stock shall be issued to participants thereunder on the next currently scheduled purchase dates thereunder occurring after the date hereof as provided under, and subject to the terms and conditions of, the ESPP. The Company shall not establish any new offerings under the ESPP following the date hereof. In accordance with the terms of the ESPP, any offering in progress as of the Effective Time shall be shortened, and the “Exercise Date” (as defined in the ESPP) shall be the business day immediately preceding the Effective Time. Each then outstanding option under the ESPP shall be exercised automatically on such Exercise Date. Notwithstanding any restrictions on transfer of stock in the ESPP, the treatment in the Merger of any stock under this provision shall be in accordance with Section 2.1(a). The Company shall terminate the ESPP as of or prior to the Effective Time.
Treatment of Employee Stock Purchase Plan. With respect to the Company’s 2014 Employee Stock Purchase Plan (the “ESPP”), as soon as practicable following the Agreement Date, the Company Board will adopt resolutions and take all other actions as may be required to provide that (i) no new participants will commence participation in the ESPP after the Agreement Date; (ii) no participant will be allowed to increase his or her payroll contribution rate in effect as of the Agreement Date or make separate non-payroll contributions on or following the Agreement Date; and (iii) no new Offering Period (as defined in the ESPP) or Purchase Period (as defined in the ESPP) will commence or be extended pursuant to the ESPP, in each case, after the Agreement Date. If the Effective Time is expected to occur prior to the end of the current Purchase Period, the Company shall take action to provide for an earlier exercise date (including for purposes of determining the Purchase Price (as defined in the ESPP) for the current Purchase Period (such earlier date, the “Early ESPP Exercise Date”)). The Early ESPP Exercise Date will be as close to the Effective Time as is administratively practicable. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger).
Treatment of Employee Stock Purchase Plan. Each outstanding purchase right (each, a “Purchase Right”) under the Company’s 1999 Employee Stock Purchase Plan (the “ESPP”) shall be cancelled immediately prior to the Effective Time and converted into the right to receive at the Effective Time from Parent, an amount (subject to any withholding tax required by applicable law) in cash equal to the product obtained by multiplying (x) the number of Shares issuable to the holder of such Purchase Right had such Purchase Right been exercised immediately prior to the Effective Time and (y) the amount by which the Merger Consideration exceeds the purchase price under such Purchase Right. Within five (5) days following the Effective Time, Parent shall cause the Company to return to participants their respective accumulated payroll contributions not applied to the purchase of Shares under the ESPP, if any.
Treatment of Employee Stock Purchase Plan. Following the earlier to occur of (i) the end of the Purchase Interval (as defined in the ESPP) in effect as of the date hereof and (ii) the Acceptance Time, no additional payroll deductions (or other contributions) shall be made pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”). After the date hereof, no Participant (as defined in the ESPP) shall be permitted to increase the rate of his or her payroll deduction above the rate in effect as of the date hereof (or such lesser rate as may be reduced by the Participant following the date hereof). The rights of participants in the ESPP with respect to any offering period currently underway under the ESPP shall be determined by treating the earlier of (i) the last Business Day of the current Purchase Interval or (ii) the last Business Day prior to the Acceptance Time, as the last day of such offering period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under the ESPP. As of the Acceptance Time, the ESPP shall be terminated.
Treatment of Employee Stock Purchase Plan. Immediately following the date hereof, the Company Board shall amend the Company’s 1995 Employee Stock Purchase Plan (the “ESPP”) to provide that no new Offering Periods (as defined in the ESPP) shall commence following the date hereof. Unless otherwise directed in writing by Parent, the Company Board shall authorize the termination of all outstanding Purchase Rights (as defined in the ESPP) and the ESPP (without any change to the Purchase Dates (as defined in the ESPP) currently in effect), effective no later than the day immediately preceding the Acceptance Time. The Company shall provide Parent with evidence of such resolutions to terminate the ESPP, with the form and substance of such resolutions to be subject to the reasonable approval of Parent. Immediately following such termination, the Company will cause the administrator of the ESPP to issue to each participant a check for the payroll deductions credited to each participant’s account since the last Purchase Date.
