Common use of Treatment of Employee Stock Purchase Plan Clause in Contracts

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. With respect to the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), as As soon as reasonably practicable following the date hereofof this Agreement and in any event prior to the Charter Effective Time and not later than the day immediately prior to the date on which the first offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement, the Company will take all necessary actions, including obtaining any necessary determinations or resolutions of the Company Board (or a committee thereof) will adopt resolutions or take other actions ), if appropriate, and amending the terms of the ESPP as may be necessary or required under the ESPP and applicable Laws, to provide that (i) provide that each individual participating in the Offering Period (as defined in the ESPP) in effect as of progress on the date hereof of this Agreement (the “Final Offering PeriodOffering”) 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 when that Offering Period commenced; or (B) make separate non-payroll contributions to the ESPP on or following the date hereofof this Agreement, except as may be required by applicable Law. If ; (ii) ensure that, except for the Final Offering, no offering period under the ESPP will be authorized or commenced on or after the date of this Agreement; (iii) if the Charter Closing will occur prior to the end of the Final Offering, provide each individual participating in the Final Offering Period has not ended with notice of the transactions contemplated by this Agreement 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, Charter Closing Date; (1iv) cause the Final Offering Period to be terminated no later than one (1) Business Day end on the date that is immediately prior to the date on which the Effective Time occursCharter Closing Date; (2v) make any pro rata adjustments that may be necessary to reflect the shortened Offering Period of the Final Offering PeriodOffering, but otherwise treat such shortened Offering Period of the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3vi) 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 ESPP participant’s accumulated contributions under the ESPP within each participant’s payroll withholding account to the be used to purchase of whole shares of Company Common Stock Shares in accordance with the terms ESPP as of the ESPPend of the Final Offering; (vii) provide that the applicable purchase price for Company Shares will not be decreased below the levels set forth in the ESPP as of the date of this Agreement; and (viii) ensure that no further rights are granted under the ESPP after the Charter Effective Time. Immediately prior to and effective as of the Charter Effective Time (but subject to the consummation of the MergerTransactions), the Company will terminate the ESPP.

Treatment of Employee Stock Purchase Plan. With respect to the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), as 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, this Agreement 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 upon the consummation of the Merger, (1A) cause any offering period or purchase period under the Final Offering Period ESPP that otherwise would be in progress as of the Effective Time to be terminated no later than one (1) Business Day prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary or advisable to reflect the shortened Final Offering Periodoffering period or purchase period, but otherwise treat such shortened Final Offering Period offering period or purchase period as a fully effective and completed Offering Period offering period or purchase period for all purposes pursuant to the ESPP; and (3C) 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; (D) provide that no further offering period or purchase period will commence pursuant to the ESPP upon or after the date of this Agreement; and (E) provide that no participant may increase his or her rate of payroll deductions under the ESPP on or after the date of this Agreement. On such exercise date for the Final Offering Perioddate, 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 ESPPESPP and, promptly thereafter, will refund any remaining amounts credited to each such account to the applicable participant. 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. With respect to As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering 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 shall adopt such resolutions or take such other actions as may be required to provide that that, with respect to the ESPP: (i) each individual participating in the Offering Period (as defined in the ESPP) in effect progress as of the date hereof of this Agreement (the “Final Offering PeriodOffering”) shall be the final Offering Period under the ESPP, and (ii) each individual participating in the Final Offering Period will not be permitted (x) to (A) increase the amount of his or her rate of payroll contribution rate pursuant to the ESPP contributions thereunder from the rate in effect as of when the date hereof Final Offering commenced, or (By) to make separate non-payroll contributions to the ESPP on or following the date hereof, except of this Agreement; (ii) no individual who is not participating in the ESPP as of the date of this Agreement may be required by applicable Law. If commence participation in the ESPP following the date of this Agreement; (iii) 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 period then in progress shall terminate as provided in Section 14 of the Merger, ESPP (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 occursas further described below); (2iv) 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 ESPP participant’s accumulated contributions under the 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. Immediately prior to and effective ESPP as of the end of the Final Offering; and (v) the ESPP shall terminate immediately following the end of the Final Offering and no further rights shall be granted or exercised under the ESPP thereafter. All shares of Company Common Stock purchased in the Final Offering shall be cancelled at the Effective Time (but subject Time, and each such share shall be converted into the right to receive an amount in cash equal to the consummation Per Share Price, without interest thereon, in accordance with the terms and conditions of this Agreement. The Company shall provide the notice contemplated by Section 14 of the Merger)ESPP as promptly as practicable following the date of this Agreement, which notice shall provide that the Company Offering Period will terminate be shortened by setting a new exercise date and that the ESPPexercise date shall be 10 business days following the date of the delivery of such notice.

Treatment of Employee Stock Purchase Plan. With respect to the Company’s 2013 2011 Employee Stock Purchase Plan (the “ESPP”), as soon as practicable following the date hereofof this Agreement, the Company Board (or a committee thereof) will adopt resolutions or take other actions as may be required to provide that (i) each individual participating in the Offering Period (as defined in the ESPP) in effect as of progress on the date hereof (the “Final Offering Period”) shall be the final Offering Period under the ESPPof this Agreement or, and solely with respect to clause (ii) each individual participating in ), that commences after the Final Offering Period date of this Agreement, but before the Effective Time, will not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof when that Offering Period commenced; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereofof this Agreement, except as may be required by applicable Law. If the Final Offering Period has not ended prior to the Effective Time, then, prior Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Effective Time to be terminated no later than one (1) Business Day prior to the date on which the Effective Time occurs; (2B) 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 (3C) 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; and (D) provide that no further Offering Period or purchase period will commence pursuant to the ESPP after the Effective Time. On such exercise date for the Final Offering Perioddate, 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. With respect to the Company’s 2013 1999 Employee Stock Purchase Plan (as amended through October 24, 2018) (the “ESPP”), as soon as practicable following the date hereofAgreement Date, the Company Board (or a committee thereof) will adopt resolutions or take all other actions as may reasonably be required to provide that (i) no new participants will commence participation in the ESPP as of the Agreement Date or as soon as administratively practicable thereafter; (ii) except to the extent necessary to maintain the status of the ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, each Offering Period individual participating in a Purchase Interval (as defined in the ESPP) in effect as of progress on 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 Agreement Date 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 Agreement Date; or (B) make separate non-payroll contributions to the ESPP on or following the date hereofAgreement Date, except as may be required by applicable Law; and (iii) no new Purchase Interval will commence or be extended pursuant to the ESPP, in each case, after the Agreement Date. If the Final Offering Period has not ended Effective Time is expected to occur prior to the end of the current Purchase Interval, (I) the Company shall take all actions reasonably necessary to provide that the automatic exercise of each outstanding purchase right under the ESPP shall occur in accordance with the terms of the ESPP, as of immediately prior to the Effective Time, then, prior to by applying 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) accrued payroll deductions of each outstanding purchase right pursuant to the ESPP. On ESPP participant for 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 Purchase Interval to the purchase of whole shares of Company Common Stock at a purchase price equal to eighty-five percent (85%) of the lower of (x) the Fair Market Value (as defined in the ESPP) per share of Company Common Stock on the participant’s Entry Date (as defined in the ESPP) into the then-current offering period and (y) the Fair Market Value (as defined in the ESPP) per share of Company Common Stock as of immediately prior to the Effective Time, and (II) the Company shall provide written notice to each ESPP participant, as required under the ESPP, at least ten (10) days prior to the Effective Time, under which the ESPP participant may elect to terminate such ESPP participant’s purchase right under the ESPP until as of immediately prior to the Effective Time. The ESPP will terminate, in accordance with the terms of the ESPP. Immediately its terms, no later than immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), and each share of Company Common Stock purchased thereunder immediately prior to the Company will terminate Effective Time shall be canceled at the Effective Time and converted into the right to receive the Per Share Price in accordance with Section 2.7(a)(ii), subject to withholding of any applicable 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, be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Treatment of Employee Stock Purchase Plan. With respect Prior to the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), as soon as practicable following the date hereofof this Agreement, the Company Board (or a committee thereof) will adopt resolutions or take other actions as may be required to provide that (i) participation in the ESPP shall be limited to those employees who were participants on the date hereof and each Offering individual participating in the Purchase Period (as defined in the ESPP) in effect as of progress on 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 of this Agreement will not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of immediately prior to the date hereof of this Agreement; or (Bii) make separate non-payroll contributions to the ESPP on that has the effect of increasing his or following her contribution rate in effect immediately prior to the date hereofof this Agreement, except except, in each case, as may be required by applicable Law. If the Final Offering Period has not ended prior Prior to the Effective Time, then, prior to the Effective Timedate of this Agreement, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause any Purchase Period that would otherwise be outstanding at the Final Offering Period Effective Time to be terminated no later than one (1) Business Day prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be are necessary or advisable to reflect the shortened Final Offering Purchase Period, but otherwise treat such shortened Final Offering Purchase Period as a fully effective and completed Offering Purchase Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Purchase Period or offer period will commence pursuant to the ESPP after the date of this Agreement. On such exercise date for the Final Offering Perioddate, 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. With respect to the Company’s 2013 2015 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 individual participating in an Offering Period (as defined in the ESPP) in effect as of progress on 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 (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof hereof; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final ESPP with respect to any current Offering Period has not ended prior as of the date hereof will be allowed to commence participation in the Effective Time, then, prior ESPP following the date hereof. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Effective Table of Contents Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Offering Period or purchase period will commence pursuant to the ESPP after the date hereof. On such exercise date for the Final Offering Perioddate, 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. With respect to the Company’s 2013 2016 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 individual participating in an Offering Period (as defined in the ESPP) in effect as of progress on 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 (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof hereof; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final ESPP with respect to any current Offering Period has not ended prior as of the date hereof will be allowed to commence participation in the Effective Time, then, prior ESPP following the date hereof. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Effective Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Offering Period or purchase period will commence pursuant to the ESPP after the date hereof. On such exercise date for the Final Offering Perioddate, 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. With respect to the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), as As soon as reasonably 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 of this Agreement and 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, any event prior to the Effective Time, the Company will shall take all action actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company ESPP) that may be necessary to, effective or required under the Company ESPP and applicable Laws and appropriate to ensure that (i) the offering period in effect on the date hereof under the Company ESPP ends no later than the consummation of tenth (10th) day preceding the MergerEffective Time (the “Final Purchase Date”), (1ii) cause no new purchase or offering period under the Final Offering Period Company ESPP commences on or following the date hereof, (iii) participation in the offering period in effect on the date hereof shall be limited to be terminated no later than one those eligible employees who are participants on the date of this Agreement (1) Business Day and the Company shall ensure that such participants may not increase their payroll deductions or purchase elections from those in effect immediately prior to the date on which of this Agreement), (iv) the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the Company ESPP as of the date of this Agreement and (v) as of the Effective Time occurs; Time, the Company ESPP shall terminate in its entirety and no further rights shall be granted or exercised under the Company ESPP thereafter. The Company shall (2if necessary) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Periodnotify each participant in writing, but otherwise treat such shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and at least ten (310) cause the exercise (as of no later than one (1) Business Day days prior to the date on which Final Purchase Date, that the Effective Time occurs) of each outstanding then-current purchase right pursuant to the ESPP. On such exercise date for the participant’s option under the Company ESPP has been changed to the Final Offering PeriodPurchase 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 will shall apply the all funds credited as of such date pursuant to the under such 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 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. With respect to the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), as As soon as reasonably practicable following the date hereofof this Agreement and in any event prior to the Effective Time and not later than the day immediately prior to the date on which the first offering period that is regularly scheduled to commence under the ESPP after the date of this Agreement, the Company will take all necessary actions, including obtaining any necessary determinations or resolutions of the Company Board (or a committee thereof) will adopt resolutions or take other actions ), if appropriate, and amending the terms of the ESPP as may be necessary or required under the ESPP and applicable Laws, to (i) to provide that (i) each Offering individual participating in the Purchase Period (as defined in the ESPP) in effect as of progress on the date hereof of this Agreement (the “Final Offering PeriodOffering”) 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 when that Purchase Period commenced; or (B) make separate non-payroll contributions to the ESPP on or following the date hereofof this Agreement, except as may be required by applicable Law. If ; (ii) ensure that, except for the Final Offering, no offering period under the ESPP will be authorized or commenced on or after the date of this Agreement; (iii) if the Closing will occur prior to the end of the Final Offering, provide each individual participating in the Final Offering Period has not ended with notice of the transactions contemplated by this Agreement 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, Closing Date; (1iv) cause the Final Offering Period to be terminated end no later than one (1) Business Day prior to the date on which the Effective Time occursClosing Date; (2v) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Purchase Period, but otherwise treat such shortened Final Offering Purchase Period as a fully effective and completed Offering Purchase Period for all purposes pursuant to the ESPP; and (3vi) 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 ESPP participant’s accumulated contributions under the ESPP within each participant’s payroll withholding account to the be used to purchase of whole shares of Company Common Stock in accordance with the terms ESPP as of the ESPPend of the Final Offering; (vii) provide that the applicable purchase price for Company Common Stock will not be decreased below the levels set forth in the ESPP as of the date of this Agreement; and (viii) ensure that no further rights are granted under the ESPP after the Effective Time. 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. With respect to the Company’s 2013 2015 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 individual participating in a Purchase Period (as defined in the ESPP) in effect as of progress on 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 (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof when that Purchase Period commenced; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final Offering ESPP with respect to any current Purchase Period has not ended prior as of the date hereof will be allowed to commence participation in the Effective Time, then, prior ESPP following the date hereof. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause any Purchase Period that would otherwise be outstanding at the Final Offering Period Effective Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Purchase Period, but otherwise treat such any shortened Final Offering Purchase Period as a fully effective and completed Offering Purchase Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Purchase Period or purchase period will commence pursuant to the ESPP after the date hereof. On such exercise date for the Final Offering Perioddate, 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. With respect to the Company’s 2013 2018 Employee Stock Purchase Plan Plan, as amended (the “ESPP”), as soon as practicable following the date hereof, the Company Board (or a committee thereof) will adopt resolutions or and take other actions as may be reasonably necessary or required to provide that (i) each individual participating in an Offering Period (as defined in the ESPP) in effect as of progress on 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 (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof hereof; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Lawlaw. If No individual who is not a current participant in the Final ESPP with respect to any current Offering Period has not ended prior as of the date hereof will be allowed to commence participation in the ESPP following the date hereof. Prior to the Effective Time, then, prior to the Company Merger Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Company Merger, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Company Merger Effective Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Company Merger Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3C) cause the exercise (as of no later than one (1) Business Day prior to the date on which the Company Merger Effective Time occurs) of each outstanding purchase right pursuant to the ESPP; and (D) provide that no further Offering Period or purchase period will commence pursuant to the ESPP after the date hereof. On such exercise date for the Final Offering Perioddate, 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 Company Merger Effective Time (but subject to the consummation of the Company Merger), the Company will terminate the ESPP.

Treatment of Employee Stock Purchase Plan. With respect to the Company’s 2013 2018 Employee Stock Purchase Plan Plan, as amended (the “ESPP”), as soon as practicable following the date hereof, the Company Board (or a committee thereof) will adopt adopted resolutions or take and took other actions as may be were reasonably necessary or required to provide that (i) each individual participating in an 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 ESPPprogress on December 11, and (ii) each individual participating in the Final Offering Period will 2020 would not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof December 11, 2020; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereofDecember 11, 2020, except as may be required by applicable Lawlaw. If No individual who is not a current participant in the Final ESPP with respect to any current Offering Period has not ended prior as of December 11, 2020 will be allowed to commence participation in the ESPP following December 11, 2020. Prior to the Effective Time, then, prior to the Company Merger Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Company Merger, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Company Merger Effective Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Company Merger Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3C) cause the exercise (as of no later than one (1) Business Day prior to the date on which the Company Merger Effective Time occurs) of each outstanding purchase right pursuant to the ESPP; and (D) provide that no further Offering Period or purchase period will commence pursuant to the ESPP after December 11, 2020. On such exercise date for the Final Offering Perioddate, 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 Company Merger Effective Time (but subject to the consummation of the Company Merger), the Company will terminate the ESPP.

Treatment of Employee Stock Purchase Plan. With respect to the Company’s 2013 Employee Stock Purchase Plan (the “Company ESPP”), as soon as practicable (but in any event within five (5) Business Days) following the date hereofof this Agreement, the Company Board (or a or, if appropriate, any committee thereofthereof administering the Company ESPP) will shall adopt such resolutions or take such other actions as may be required to provide so that (i) each Offering Period (as defined participation in the ESPP) in effect as of Company ESPP shall be limited to those employees who are participants on the date hereof (the “Final Offering Period”) shall be the final Offering Period under the ESPPof this Agreement, and (ii) each individual participating in the Final Offering Period will participants may not be permitted to (A) increase his their payroll deduction elections or her payroll contribution rate pursuant to the ESPP of contributions from the rate those in effect as of on the date hereof of this Agreement or (B) make any separate non-payroll contributions to the Company ESPP on or following the date hereofof this Agreement, except (iii) no offering or purchase period shall be commenced after the date of this Agreement, (iv) each then outstanding purchase right shall be exercised as may be required by applicable Law. If of the Final Offering Period has not ended prior to earlier of (1) the Effective Time, then, prior to end of the Effective Time, offering or purchase period in effect on the Company will take all action that may be necessary to, effective date of this Agreement or (2) no later than the consummation of the Merger, five (15) cause the Final Offering Period to be terminated no later than one (1) Business Day days prior to the date on which the Effective Time occurs; , and (2v) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering PeriodCompany ESPP shall terminate immediately prior to, but otherwise treat such shortened Final Offering Period as a fully effective contingent upon the occurrence of, the Effective Time, and completed Offering Period for all purposes pursuant subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the Company 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 Perioddate, the Company will 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. Immediately , as amended pursuant to this Section 1.5(e), and each share purchased thereunder immediately prior to the Effective Time shall be canceled at the Effective Time and effective converted into the right to receive the Merger Consideration in accordance with Section 1.4(b), subject to withholding of any applicable 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 1.5(e), be refunded to such participant as promptly as practicable following the Effective Time (but subject to the consummation of the Mergerwithout interest), the Company will terminate the ESPP.

Treatment of Employee Stock Purchase Plan. With respect to As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering 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 shall adopt such resolutions or take such other actions as may be required to provide that that, with respect to the ESPP: (i) each individual participating in the Offering Period (as defined in the ESPP) in effect progress as of the date hereof of this Agreement (the “Final Offering PeriodOffering”) shall be the final Offering Period under the ESPP, and (ii) each individual participating in the Final Offering Period will not be permitted (x) to (A) increase the amount of his or her rate of payroll contribution rate pursuant to the ESPP contributions thereunder from the rate in effect as of when the date hereof Final Offering commenced, or (By) to make separate non-payroll contributions to the ESPP on or following the date hereof, except of this Agreement; (ii) no individual who is not participating in the ESPP as of the date of this Agreement may be required by applicable Law. If commence participation in the ESPP following the date of this Agreement; (iii) 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 then in progress shall terminate as provided in Section 14 of the Merger, ESPP (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 occursas further described below); (2iv) 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 ESPP participant’s accumulated contributions under the 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. Immediately prior to and effective ESPP as of the end of the Final Offering; and (v) the ESPP shall terminate immediately following the end of the Final Offering and no further rights shall be granted or exercised under the ESPP thereafter. All shares of Company Common Stock purchased in the Final Offering shall be cancelled at the Effective Time (but subject and converted into the right to receive the consummation Merger Consideration in accordance with the terms and conditions of this Agreement. The Company shall provide the notice contemplated by Section 14 of the Merger)ESPP as promptly as practicable following the date of this Agreement, which notice shall provide that the Company Offering Period will terminate be shortened by setting a new exercise date and that the ESPPexercise date shall be 10 business days following the date of the delivery of such notice.

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 individual participating in an Offering Period (as defined in the ESPP) in effect as of progress on 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 (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof hereof; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final ESPP with respect to any current Offering Period has not ended prior as of the date hereof will be allowed to commence participation in the Effective Time, then, prior ESPP following the date hereof. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Effective Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Offering Period or purchase period will commence pursuant to the ESPP after the date hereof. On such exercise date for the Final Offering Perioddate, 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. With respect to the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), as soon as practicable (and in any event within ten days) following the date hereof, the Company Board or the Authorized Officer (or a committee thereofas defined in the ESPP) will adopt resolutions or and take other actions as may be reasonably necessary or required to provide that (iy) each individual participating in an Offering Period (as defined in the ESPP) in effect as of progress on 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 (Aa) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof hereof; or (Bb) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Lawlaw, and (z) no individuals will be permitted to newly enroll in the ESPP following the date hereof. If the Final Offering Period has not ended prior Prior to the Effective Time, then, prior to the Effective TimeCommencement Date, the Company will take all action that may be necessary to, effective upon the Commencement Date, (i) cause any Offering that would otherwise be outstanding at the Commencement Date to terminate no later than the consummation of the Merger, five (1) cause the Final Offering Period to be terminated no later than one (15) Business Day Days prior to the date on which the Effective Time Commencement Date occurs; (2ii) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering PeriodOffering, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3iii) cause the exercise (as of no later than one (1) Business Day prior to the date on which the Effective Time Commencement Date occurs) of each outstanding purchase right pursuant to the ESPP; and (iv) provide that no further Offering Period (as defined in the ESPP) or purchase period will commence pursuant to the ESPP after the date hereof. On such exercise date for the Final Offering Perioddate, 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 Shares 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)Commencement Date, the Company will terminate the ESPP.

Treatment of Employee Stock Purchase Plan. With respect to the Company’s 's 2013 Employee Stock Purchase Plan (the “"ESPP”"), as soon as practicable following the date hereofof this Agreement, the Company Board (or a committee thereof) will adopt resolutions or take other actions as may be required to provide that (i) each Offering individual participating in the Purchase Period (as defined in the ESPP) in effect as of progress on 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 of this Agreement will not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof when that Purchase Period commenced; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereofof this Agreement, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final Offering Period has not ended prior ESPP as of the date of this Agreement will be allowed to commence participation in the Effective Time, then, prior ESPP following the date of this Agreement. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause any Purchase Period that would otherwise be outstanding at the Final Offering Period Effective Time to be terminated no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Purchase Period, but otherwise treat such shortened Final Offering Purchase Period as a fully effective and completed Offering Purchase Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Purchase Period or purchase period will commence pursuant to the ESPP after the date of this Agreement. On such exercise date for the Final Offering Perioddate, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s '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. With respect to the Company’s 2013 2015 Employee Stock Purchase Plan (the “ESPP”), as soon as practicable following the date hereofDecember 4, 2019, the Company Board (or a committee thereof) will adopt adopted resolutions or take took other actions as may be required to provide that (i) each individual participating in an 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 ESPPprogress on December 4, and (ii) each individual participating in the Final Offering Period 2019 will not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof December 4, 2019; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereofDecember 4, 2019, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final ESPP with respect to any current Offering Period has not ended prior as of December 4, 2019 will be allowed to commence participation in the Effective TimeESPP following December 4, then, prior 2019. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the MergerTransactions, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Effective Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Offering Period or purchase period will commence pursuant to the ESPP after December 4, 2019. On such exercise date for the Final Offering Perioddate, 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 Shares in accordance with the terms of the ESPP, as amended pursuant to this Section 2.11(e), 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 Per Share Price in accordance with Section 2.10(a)(ii), subject to withholding of any applicable 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 2.11(e), be refunded to such participant as promptly as practicable following the Effective Time (without interest). 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. With respect to the Company’s 2013 2015 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 individual participating in an Offering Period (as defined in the ESPP) in effect as of progress on 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 Agreement Date will not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof Agreement Date; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereofAgreement Date, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final ESPP with respect to any current Offering Period has not ended prior as of the Agreement Date will be allowed to commence participation in the Effective Time, then, prior ESPP following the Agreement Date. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Effective Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Offering Period or purchase period will commence pursuant to the ESPP after the date hereof. On such exercise date for the Final Offering Perioddate, 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, as amended pursuant to this Section 2.8(e), 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 Per Share Price in accordance with Section 2.7(a)(ii), subject to withholding of any applicable 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 2.8(e), be refunded to such participant as promptly as practicable following the Effective Time (without interest). 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. With respect to the Company’s 2013 2014 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 individual participating in an Offering Period (as defined in the ESPP) in effect as of progress on 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 (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof hereof; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final ESPP with respect to any current Offering Period has not ended prior as of the date hereof will be allowed to commence participation in the ESPP following the date hereof. From and after the date hereof, the Company Board shall take all actions necessary to ensure that no new Offering Period or purchase period will commence pursuant to the Effective Time, then, prior ESPP after the date hereof. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause the Final any Offering Period that would otherwise be outstanding at the Effective Time to be terminated terminate no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Period, but otherwise treat such any shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; and (3C) 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 Perioddate, 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. With respect to the Company’s 2013 Employee Stock Purchase Plan (the “Company ESPP”), as soon as practicable (but in any event within five (5) Business Days) following the date hereofof this Agreement, the Company Board (or a or, if appropriate, any committee thereofadministering the Company ESPP) will shall adopt such resolutions or take such other actions as may be required to provide so that (i) each Offering Period (as defined participation in the ESPP) in effect as of Company ESPP shall be limited to those employees who are participants on the date hereof (the “Final Offering Period”) shall be the final Offering Period under the ESPPof this Agreement, and (ii) each individual participating in the Final Offering Period will participants may not be permitted to (A) increase his their payroll deduction elections or her payroll contribution rate pursuant to the ESPP of contributions from the rate those in effect as of on the date hereof of this Agreement or (B) make any separate non-payroll contributions to the Company ESPP on or following the date hereofof this Agreement, except (iii) no offering or purchase period shall be commenced after the date of this Agreement, (iv) each then outstanding purchase right shall be exercised 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, earlier of (1A) cause the Final Offering Period to be terminated no later than one end of the offering or purchase period in effect on the date of this Agreement or (1B) Business Day ten (10) days prior to the date on which the Effective Time occurs; , and (2v) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering PeriodCompany ESPP shall terminate immediately prior to, but otherwise treat such shortened Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant contingent upon the occurrence of, the Effective Time, but subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the Company 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 Perioddate, the Company will 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. Immediately , as amended pursuant to this Section 1.5(e), and each share purchased thereunder immediately prior to the Effective Time shall be canceled at the Effective Time and effective converted into the right to receive the Merger Consideration in accordance with Section 1.4(b), subject to withholding of any applicable 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 1.5(e), be refunded to such participant as promptly as practicable following the Effective Time (but subject to the consummation of the Mergerwithout interest), the Company will terminate the ESPP.

Treatment of Employee Stock Purchase Plan. With respect to the Company’s 2013 Amended and Restated 1995 Employee Stock Purchase Plan Plan, as may be amended and/or restated from time to time (the “ESPP”), as soon as practicable following the date hereofof this Agreement, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board (or a committee thereof) will adopt resolutions or take other actions as thereof and, if appropriate, amending the terms of the ESPP that may be necessary or required under the terms of the ESPP and applicable Laws) to provide that (i) that each individual participating as of the date hereof in the Offering Period (as defined in the ESPP) in effect as of the date hereof that commenced on February 16, 2021 (the “Final Offering PeriodOffering”) 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 when the date hereof Final Offering commenced; or (B) make separate non-payroll contributions to the ESPP on or following the date hereofof this Agreement, except as may be required by applicable LawLaw and (ii) that no new participants may begin participation in the ESPP after the date hereof. If the Final Offering Period has not ended prior to the Effective Time, then, prior Prior to the Effective Time, the Company will shall take all action actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the ESPP that may be necessary or required under the terms of the ESPP and applicable Laws) necessary to, effective no later than upon the consummation of the Merger, (1) if the Closing shall occur prior to the end of the Final Offering, cause the Final Offering Period to be terminated no later than one (1) five Business Day Days prior to the date on which the Effective Time occursClosing Date; (2) make any pro rata adjustments that may be necessary to reflect the shortened period of the Final Offering PeriodOffering, if applicable, but otherwise treat such shortened Final Offering Period as a fully effective and completed Final Offering Period for all purposes pursuant to the terms of 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 terms of the ESPP; (4) provide that no further Offering Period or purchase period will commence pursuant to the terms of the ESPP after the date hereof; and (5) immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the ESPP will terminate in its entirety and no further rights shall be granted or exercised under the ESPP thereafter. On such exercise date for the Final Offering Perioddate, the Company will apply the funds credited as of such date pursuant to the terms of 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. With respect to the Company’s 2013 2008 Employee Stock Purchase Plan (the “ESPP”), as soon as practicable following the date hereofof this Agreement, the Company Board (or a committee thereof) will adopt resolutions or take other actions as may be required to provide that (i) each Offering individual participating in the Purchase Period (as defined in the ESPP) in effect as of progress on 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 of this Agreement will not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof when that Purchase Period commenced; or (Bii) make separate non-payroll contributions to the ESPP on or following the date hereofof this Agreement, except as may be required by applicable Lawlaw. If No individual who is not participating in the Final Offering Period has not ended prior ESPP as of the date of this Agreement will be allowed to commence participation in the Effective Time, then, prior ESPP following the date of this Agreement. Prior to the Effective Time, the Company will take all action that may be necessary to, effective no later than upon the consummation of the Merger, (1A) cause any Purchase Period that would otherwise be outstanding at the Final Offering Period Effective Time to be terminated no later than one (1) Business Day five days prior to the date on which the Effective Time occurs; (2B) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering Purchase Period, but otherwise treat such shortened Final Offering Purchase Period as a fully effective and completed Offering Purchase Period for all purposes pursuant to the ESPP; and (3C) 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; and (D) provide that no further Purchase Period or purchase period will commence pursuant to the ESPP after the date of this Agreement. On such exercise date for the Final Offering Perioddate, 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.