Common use of Employee Stock Purchase Plan Clause in Contracts

Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The As soon as practicable following the date of this Agreement, the board of directors of the Company (or the appropriate committee thereof) shall take all requisite action with respect necessary actions, including adopting any necessary resolutions and amendments, to (i) terminate the 2002 Employee Stock Purchase Plan (the “Stock Purchase Plan”) as of no later than immediately prior to the Company’s 2000 Employee Effective Time, (ii) ensure that no option period under the Stock Purchase Plan shall be commenced on or after the date of this Agreement, (iii) if the Effective Time shall occur prior to the end of the option periods in existence under the Stock Purchase Plan on the date of this Agreement, cause a new exercise date to be set under the Stock Purchase Plan, as amended which date shall be the end of the payroll period that is at least ten (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (310) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the anticipated Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former prohibit participants in the Company ESPP shall cease Stock Purchase Plan from altering their payroll deductions from those in effect on the date of this Agreement (other than to have any right or interest thereunder. Notwithstanding discontinue their participation in the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Stock Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration Plan in accordance with, and pursuant to, with the terms and conditions of the Stock Purchase Plan), (v) provide that the amount of the accumulated contributions of each participant under the Stock Purchase Plan as of immediately prior to the Effective Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Stock Purchase Plan (as amended pursuant to this AgreementSection 2.11), be refunded to such participant as promptly as practicable following the Effective Time (without interest); and (vi) ensure that no current or former employees, officers, directors or other service providers of Company and its Subsidiaries or their beneficiaries have any right to receive shares of Parent Common Stock under the Stock Purchase Plan.

Employee Stock Purchase Plan. The Immediately prior to the Effective Time and without any action on the part of the parties hereto, each outstanding purchase right (“Company shall take all requisite action with respect to Purchase Rights”) under the Company’s 2000 1997 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will shall automatically be exercised no later than three (3) Business Days prior to at that time in accordance with the Expiration Dateprovisions of Section VII.G of the Company ESPP. In addition, (ii) following the Effective Time, no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned outstanding. Conditioned upon the occurrence of the Closing, (i) the Company ESPP will be terminated no later than the Effective Time and (ii) the Company ESPP will be suspended as of the Signing Date and no additional offering periods shall commence on or after the Signing Date. The Company shall use its best efforts to provide participants in the Company ESPP with at least ten (10) days notice of the actions to be taken under this Section 2.10, with such notice subject to the review and approval of Parent. The Company shall deliver to Parent prior to the Effective Time sufficient evidence that the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration DateEffective Time) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 2.10 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sectionssections. All Shares shares of Company Common Stock issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect actions necessary to terminate any Company employee stock purchase plan (each, an “ESPP”) and all outstanding rights thereunder as of immediately prior to the Company’s 2000 Employee Stock Purchase PlanEffective Time, as amended contingent upon the occurrence of the Closing; provided that from and after the date hereof, the Company shall (the “Company ESPP”), a) take all actions necessary to ensure that (i) all outstanding Company Purchase Rights (as defined no new participants are permitted to participate in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration DateESPPs and that participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement, (ii) except for the offering or purchase period under the ESPPs that is in effect on the date hereof (the “Final Offering Period”), no Company Purchase Rights will offering or purchase period shall be issued authorized, continued or commenced following the date hereof and outstanding as (b) provide notice to participants describing the treatment of the Expiration Date, (iii) conditioned upon ESPPs pursuant to this ‎Section 3.06. If the occurrence of Effective Time occurs during the ClosingFinal Offering Period, the Company ESPP will be terminated Final Offering Period shall terminate no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, day immediately prior to the Effective Time, and the Company shall take cause the exercise date applicable to the Final Offering Period to accelerate and occur on such termination date with respect to any then-outstanding purchase rights. Notwithstanding anything to the contrary herein, (A) all actions (including, if appropriate, amending amounts allocated to each participant’s account under the ESPPs at the end of the Final Offering Period shall thereupon be used to purchase whole Shares under the terms of the Company ESPP and the terms of any ESPPs for such offering period(s) commencing prior to the Expiration Date) that are necessary to provide thatperiod, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 which Shares shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, canceled at the Effective Time, converted into Time in exchange for the right to receive the Merger Consideration in accordance withwith ‎Section 3.02(a), and pursuant to(B) as promptly as practicable following the purchase of Shares in accordance with the foregoing clause (A), return to each participant the terms and conditions of this Agreementfunds, if any, that remain in such participant’s account after such purchase.

Employee Stock Purchase Plan. The Immediately prior to the Effective Time, the Company shall take all requisite action with respect to the Company’s 2000 terminate its 2005 Employee Stock Purchase Plan, as amended (the “Company 2005 ESPP”), and shall cause all purchase rights then outstanding under the 2005 ESPP to ensure that be terminated in exchange for (a) a return by the Company to each participant in the 2005 ESPP of his or her accumulated payroll deductions, plus (b) a payment to each participant in the 2005 ESPP equal to the product of (i) the number of shares of Company Common Stock that could be purchased by the participant’s accumulated payroll deductions ( limited however to the amount of payroll deductions that does not exceed the dollar limitation set forth in section 8(b) of the 2005 ESPP) as of the earlier of the next purchase date or the Closing Date, based on the purchase price per share (determined in accordance with the terms of the 2005 ESPP) and (ii) the excess, if any, of the Merger Consideration over the purchase price per share (determined in accordance with the terms of the 2005 ESPP) of Company Common Stock, minus all outstanding Company Purchase Rights applicable Taxes required to be withheld by the Company. Notwithstanding the foregoing, if the Effective Time occurs after the end of the accumulation period (as defined in Section 4.02the 2005 ESPP) will in which the date of this Agreement occurs, the purchase price per share shall be exercised no later than three (3) Business Days prior to determined in accordance with the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding 2005 ESPP as of the Expiration Date, (iii) conditioned upon last business day of such accumulation period and the occurrence appropriate number of shares shall be issued in accordance with the Closing, the Company 2005 ESPP will be terminated no later than at least one business day prior to the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to immediately thereafter terminate the Expiration Date sufficient evidence that the Company 2005 ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time. In addition, and notwithstanding any other provisions above to the contrary, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior with respect to the Expiration Date) that 2005 ESPP as are necessary to provide that, as of the Effective Time, participants and former participants assure that (x) participation in the Company 2005 ESPP shall cease be limited to have any right those employees who were participants on the date of this Agreement, (y) such participants may not increase their payroll deduction elections or interest thereunder. Notwithstanding purchase elections from those in effect on the foregoing, all actions taken and all amendments made pursuant to date of this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance withAgreement, and pursuant to, (z) there shall not be any additional 2005 ESPP Offering Period or Accumulation Period as defined in the terms and conditions 2005 ESPP commencing following the date of this Agreement.

Employee Stock Purchase Plan. The Company As soon as reasonably practicable following the date of this Agreement and in any event prior to the Cyberonics Merger Effective Time, Cyberonics shall take all requisite action with respect to the Companyactions, including obtaining any necessary determinations and/or resolutions of Cyberonics’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as board of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on directors or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (includinga committee thereof and, if appropriate, amending the terms of Cyberonics’s 1991 Employee Stock Purchase Plan (the Company “ESPP”) that may be necessary or required under the ESPP and applicable Laws to ensure that (A) except for the terms six (6) month offering period under the ESPP that commenced on December 1, 2014 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of any offering period(sthis Agreement (unless this Agreement is terminated), (B) commencing if the Cyberonics Merger Effective Time shall occur prior to the Expiration Dateend of the Final Offering as scheduled as of immediately prior to the date of this Agreement, (i) that are necessary each individual participating in the Final Offering shall receive notice of the transactions contemplated by this Agreement no later than ten (10) Business Days prior to provide thatthe Cyberonics Merger Effective Time and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP and (ii) the Final Offering shall end at the Cyberonics Merger Effective Time, (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Cyberonics Shares in accordance with the ESPP as of the Effective Timeend of the Final Offering, participants and former participants (D) the applicable purchase price for Cyberonics Shares shall not be decreased below the levels set forth in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 as of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions date of this Agreement, (E) no individual shall be permitted to increase his or her rate of contribution under the ESPP following the date of this Agreement and (F) the ESPP shall terminate in its entirety at the Cyberonics Merger Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 2000 1999 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined with respect to any offering period(s) commencing on or after the date of this Agreement, no participant in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration DateESPP increases his or her rate of payroll deductions, and (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, the ESPP is terminated, and (iv) no additional offering periods shall commence that rights of participants pursuant to the ESPP cease to represent any claim on or after the Expiration Dateequity of the Company. The Company shall deliver to Parent prior to the Expiration Date Closing sufficient evidence that the ESPP has been terminated pursuant to a resolution of the Board of Directors of the Company (the form and substance of such resolution shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld). The rights of participants in the ESPP will be terminated as of with respect to any offering period(s) then underway under the ESPP, that commence prior to the Effective Time, conditioned upon shall be determined by treating the occurrence last business day prior to the Effective Time as the last day of any such offering period(s) and by making such other pro-rata adjustments as may be necessary to reflect the Closingshortened offering period(s) but otherwise treating such shortened offering period(s) as a fully effective and completed offering period(s) for all purchases under the ESPP. In addition, prior Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration DateEffective Time) that are necessary to give effect to the transactions contemplated by this Section 2.5 and to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments adjustments made pursuant to this Section 3.06 2.5 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The Company Between the Agreement Date and the Effective Time, (A) participation in the ESPP shall take all requisite action with respect be limited to those employees who are participants on the Company’s 2000 Employee Stock Agreement Date; (B) ESPP participants may not increase the rate of their payroll deductions or purchase elections from those in effect on the Agreement Date; (C) no Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights Period (as defined in Section 4.02the ESPP) will shall be exercised no later than three commenced (3provided, however, except as otherwise provided herein, ESPP participants shall be entitled to make elections in accordance with the ESPP with respect to any Purchase Period which has commenced as of the Agreement Date); (D) Business Days if, with respect to a Purchase Period in effect on the Agreement Date, the Effective Time occurs prior to the Expiration DatePurchase Date (as defined in the ESPP) for such Purchase Period, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after each purchase right under the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, outstanding immediately prior to the Effective Time, Time shall be used to purchase from the Company shall take all actions whole shares of Company Common Stock (including, if appropriate, amending subject to the provisions of the ESPP regarding the maximum number and value of shares purchasable per participant) at the applicable price determined under the terms of the Company ESPP or the then outstanding Purchase Period using such date as the final Purchase Date for such Purchase Period, and the terms of any offering period(s) commencing prior remaining accumulated but unused payroll deductions shall be distributed to the Expiration Date) that are necessary to provide that, relevant participants without interest as of promptly as practicable following the Effective Time, participants ; and former participants in (E) the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding terminate, effective upon the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 earlier of the Code Purchase Date for the Purchase Period in effect on the Agreement Date and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.023.02) issued and outstanding as of the date of the Company Stockholder Approval (as defined in Section 3.04) will be exercised no later than three (3) Business Days prior to the Expiration Dateon such date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration DateEffective Time, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) the Company ESPP will be suspended as of the date of the Company Stockholder Approval and no additional offering periods shall commence on or after the Expiration Datedate of the Company Stockholder Approval. The Company shall deliver to Parent prior to the Expiration Date Effective Time sufficient evidence that the Company ESPP will be terminated as of no later than the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective TimeCompany Stockholder Approval, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration DateEffective Time) that are necessary to provide that, as of the Effective Timedate of the Company Stockholder Approval, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 2.07 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares shares of Company Common Stock issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The Company, the Company Board and the Compensation Committee thereof, as applicable, shall take all requisite action with respect actions necessary to terminate the Company’s 2000 2016 Employee Stock Purchase Plan, as amended Plan (the “Company ESPP”), to ensure that (i) and all outstanding Company Purchase Rights (rights thereunder as defined in Section 4.02) will be exercised no later than three (3) Business Days of the day immediately prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned contingent upon the occurrence of the Closing, and to otherwise effectuate the treatment of the ESPP as contemplated in this Section 4.5. From and after the date hereof, the Company shall (a) take all actions necessary to ensure that (i) no new participants are permitted to participate in the ESPP will and that participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement and (ii) except for the offering or purchase period (if any) under the ESPP that is in effect on the date hereof (the “Final Offering Period”), no offering or purchase period shall be terminated authorized, continued or commenced following the date hereof and (b) provide notice to participants describing the treatment of the ESPP pursuant to this Section 4.5. If the Effective Time occurs during the Final Offering Period, the Final Offering Period shall terminate no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing day immediately prior to the Expiration Date, and the Company shall cause the exercise date applicable to the Final Offering Period to accelerate and occur on such termination date with respect to any then-outstanding purchase rights. Notwithstanding anything to the contrary herein, (x) that are necessary all amounts allocated to provide that, as each participant’s account under the ESPP at the end of the Effective TimeFinal Offering Period shall thereupon be used to purchase whole shares of Company Common Stock under the terms of the ESPP for such offering period, participants and former participants in the which shares of Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 Common Stock shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, canceled at the Effective Time, converted into Time in exchange for the right to receive the Merger Consideration in accordance withwith Section 4.2(a) as promptly as practicable following the purchase of shares of Company Common Stock and (y) the Company shall return to each participant the funds, and pursuant toif any, the terms and conditions of this Agreementthat remain in such participant’s account after such purchase.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, Effective as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised of no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than immediately preceding the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that have terminated the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the ClosingESPP. In addition, prior Prior to the Effective Time, the Company shall take all actions Board (includingor, if appropriate, amending any committee administering the Company’s ESPP) shall adopt such resolutions with respect to the Company ESPP to provide that (i) all outstanding purchase rights under the Company ESPP shall automatically be exercised, in accordance with the terms of the Company ESPP and the terms of any offering period(s) commencing ESPP, no later than one Business Day prior to the Expiration DateEffective Time (the “Final Purchase”), (ii) that are necessary to provide thatthe Company ESPP shall terminate with such purchase and no further purchase rights will be granted under the Company ESPP thereafter, as of the Effective Time, participants and former participants (iii) each individual participating in the Company ESPP shall cease not be permitted (x) to have any right increase the amount of his or interest thereunderher rate of payroll contributions thereunder from the rate in effect on the date of this Agreement, or (y) to make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement, (iv) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement, and (v) the Administrator (as defined in the Company ESPP) will notify each participant in writing or electronically prior to the Final Purchase, that the exercise date for the participant’s option has been changed to the date of the Final Purchase and that the Participant’s option will be exercised automatically on the date of the Final Purchase. Notwithstanding All shares of Company Common Stock purchased in the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 Final Purchase shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, cancelled at the Effective Time, Time and converted into the right to receive the Merger Consideration in accordance with, and pursuant to, with the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The Company Company, the Board of Directors and the compensation committee of the Board of Directors, as applicable, shall take all requisite action with respect actions reasonably necessary to terminate the Company’s 2000 2016 Employee Stock Purchase Plan, as amended Plan (the “Company ESPP”), to ensure that (i) and all outstanding Company Purchase Rights (rights thereunder as defined in Section 4.02) will be exercised no later than three (3) Business Days of the day immediately prior to the Expiration Closing Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned contingent upon the occurrence of the Closing, and to otherwise effectuate the treatment of the ESPP as contemplated in this Section 2.06. From and after the date hereof, (a) no new participants shall be permitted to participate in the ESPP, (b) participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement and (c) except for the offering or purchase period under the ESPP that is in effect on the date hereof (the “Final Offering Period”), no offering or purchase period shall be authorized, continued or commenced following the date hereof. If the Effective Time occurs during the Final Offering Period, (i) the final exercise date under the ESPP shall be such date as the Company ESPP will determines in its sole discretion (provided that such date shall be terminated no later than the Effective Time, and date that is five (iv5) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent days prior to the Expiration Date sufficient evidence that Effective Time (the Company “Final Exercise Date”), (ii) each ESPP will participant’s accumulated contributions under the ESPP shall be terminated used to purchase whole Shares in accordance with the terms of the ESPP as of the Effective TimeFinal Exercise Date, conditioned upon which Shares, to the occurrence of the Closing. In addition, extent outstanding immediately prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, canceled at the Effective Time, converted into Time in exchange for the right to receive the Merger Consideration in accordance withwith Section 2.02(a), (iii) the ESPP shall terminate effective as of the Closing Date and contingent upon the occurrence of the Closing, and pursuant tono further rights shall be granted or exercised under the ESPP thereafter and (iv) as promptly as practicable following the purchase of Shares in accordance with the preceding clause (ii), the terms and conditions Company shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. To the extent required by the ESPP, the Company shall provide notice to all ESPP participants describing the treatment of the ESPP pursuant to this AgreementSection 2.06, subject to Parent’s right to review consistent with Section 7.03(e).

Employee Stock Purchase Plan. The Company, the Company Board or the compensation committee thereof, as applicable, shall take all requisite action with respect actions necessary to terminate the Company’s 2000 Harpoon Therapeutics, Inc. 2019 Employee Stock Purchase Plan, as amended Plan (the “Company ESPP”), to ensure that (i) and all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no rights thereunder not later than three (3) Business Days the day immediately prior to the Expiration Closing Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned contingent upon the occurrence of the Closing, and to otherwise effectuate the Company treatment of the ESPP will be terminated no later than the Effective Time, as contemplated in this Section 3.5. From and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Timedate hereof, the Company shall take all actions necessary to ensure that (includinga) no new participants are permitted to participate in the ESPP and participants may not increase their payroll deductions or purchase elections from those in effect on the date hereof and (b) except for the offering or purchase period (if any) under the ESPP that is in effect on the date hereof (the “Final Offering Period”), if appropriateno offering or purchase period shall be authorized, amending continued or commenced following the date hereof. If the Effective Time occurs during the Final Offering Period, the Final Offering Period shall terminate no later than the date that is five days prior to the Closing Date, and the Company shall cause the exercise date applicable to the Final Offering Period to accelerate and occur on such termination date with respect to any then-outstanding purchase rights. Notwithstanding anything in this Agreement to the contrary, (i) all amounts allocated to each participant’s account under the ESPP at the end of the Final Offering Period shall thereupon be used to purchase whole shares of Company Common Stock under the terms of the ESPP for such offering period, which shares of Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 Common Stock shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, cancelled at the Effective Time, converted into Time in exchange for the right to receive the Common Stock Merger Consideration in accordance withwith Section 3.2(a) following the purchase of shares of Company Common Stock and (ii) the Company shall return to each participant the funds, and pursuant toif any, that remain in such participant’s account after such purchase. To the extent required by the ESPP, the terms and conditions Company shall provide notice to all ESPP participants describing the treatment of the ESPP pursuant to this AgreementSection 3.5, subject to Parent’s right to review.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, Effective as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised of no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to immediately preceding the Effective Time, the Company shall take all actions have terminated the Company ESPP. As soon as reasonably practicable following the date of this Agreement, the Company Board (includingor, if appropriate, amending any committee administering the Company’s ESPP) shall adopt such resolutions with respect to the Company ESPP to provide that (i) no offering period will be commenced after the date of this Agreement, (ii) 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, immediately prior to the Effective Time, (iii) all outstanding purchase rights under the Company ESPP shall automatically be exercised, in accordance with the terms of the Company ESPP and the terms of any offering period(s) commencing ESPP, immediately prior to the Expiration DateEffective Time (the “Final Purchase”), (iv) that are necessary to provide thatthe Company ESPP shall terminate with such Final Purchase and no further purchase rights shall be granted under the Company ESPP thereafter, as of the Effective Time, participants and former participants (v) each individual participating in the Company ESPP shall cease not be permitted (x) to have any right increase the amount of his or interest thereunderher rate of payroll contributions thereunder from the rate in effect on the date of this Agreement, or (y) to make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement, and (vi) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. Notwithstanding All shares of Company Common Stock purchased in the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 Final Purchase shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, cancelled at the Effective Time, Time and converted into the right to receive the Merger Consideration in accordance with, and pursuant to, with the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The Company If the Closing shall take all requisite action with respect occur prior to the end of the offering period in existence under the Company’s 2000 Employee Stock Purchase Plan, as amended Plan (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, date of this Agreement (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time“Current Offering Period”), the Company shall take all actions necessary to (including, if appropriate, amending i) terminate the terms ESPP in its entirety as of the Company ESPP and the terms of any offering period(s) commencing immediately prior to the Expiration Effective Time and (ii) cause a new exercise date to be set under the ESPP, which date shall be the business day immediately prior to the anticipated Closing Date. The Company has not, following the start of the Current Offering Period, allowed any participant to increase his or her payroll deduction election under the ESPP, and, following the date of this Agreement, the Company shall not permit any participant in the ESPP to increase the amount of such participant’s current payroll deduction election. If the Closing does not occur prior to the end of the Current Offering Period and the Company permits a new offering period to begin under the ESPP, (x) that are the Company shall take all actions necessary to provide that, terminate the ESPP in its entirety prior to the Effective Time and shall cause the entire amount credited to the stock purchase account of each participant thereunder as of the Effective Timedate of such termination to be distributed to the participant in accordance with Section 7.2 of the ESPP, participants such that no participant in the ESPP shall be entitled to purchase any Shares in respect of such offering period under the ESPP, and former (y) the Company shall, within a reasonable period of time prior to the commencement of such new offering period, notify all actual or potential participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not impact the Closing will have with respect to result participation in a “modification” under the ESPP for such Sectionsoffering period (including the fact that the Closing will have the impact described in clause (x) above). All Shares issued in connection with Following the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions date of this Agreement, the Company shall provide Parent an opportunity to review and comment on any written notices, communications or other documents provided to actual or potential participants in the ESPP that relate to the ESPP and their participation therein pursuant to clause (y) of the preceding sentence (excluding informal communications with individual participants) and shall consider in good faith any comments reasonably proposed by Parent.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect actions necessary to terminate any Company employee stock purchase plan (each, an “ESPP”) and all outstanding rights thereunder as of immediately prior to the Company’s 2000 Employee Stock Purchase PlanEffective Time, as amended contingent upon the occurrence of the Closing; provided that from and after the date hereof, the Company shall (the “Company ESPP”), a) take all actions necessary to ensure that (i) all outstanding Company Purchase Rights (as defined no new participants are permitted to participate in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration DateESPPs and that participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement, (ii) except for the offering or purchase period under the ESPPs that is in effect on the date hereof (the “Final Offering Period”), no Company Purchase Rights will offering or purchase period shall be issued authorized, continued or commenced following the date hereof and outstanding as (b) provide notice to participants describing the treatment of the Expiration Date, (iii) conditioned upon ESPPs pursuant to this Section 3.06. If the occurrence of Effective Time occurs during the ClosingFinal Offering Period, the Company ESPP will be terminated Final Offering Period shall terminate no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, day immediately prior to the Effective Time, and the Company shall take cause the exercise date applicable to the Final Offering Period to accelerate and occur on such termination date with respect to any then-outstanding purchase rights. Notwithstanding anything to the contrary herein, (A) all actions (including, if appropriate, amending amounts allocated to each participant’s account under the ESPPs at the end of the Final Offering Period shall thereupon be used to purchase whole Shares under the terms of the Company ESPP and the terms of any ESPPs for such offering period(s) commencing prior to the Expiration Date) that are necessary to provide thatperiod, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 which Shares shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, canceled at the Effective Time, converted into Time in exchange for the right to receive the Merger Consideration in accordance withwith Section 3.02(a), and pursuant to(B) as promptly as practicable following the purchase of Shares in accordance with the foregoing clause (A), return to each participant the terms and conditions of this Agreementfunds, if any, that remain in such participant’s account after such purchase.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 's 2000 Employee Stock Purchase Plan, as amended (the “"Company ESPP”"), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “"modification” " under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect actions necessary to the Company’s 2000 terminate its 2010 Employee Stock Purchase Plan, as amended Plan (the “Company ESPP”), to ensure that (i) and all outstanding Company Purchase Rights rights thereunder (as defined including providing requisite notice to participants in Section 4.02the ESPP pursuant to the terms of the ESPP) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, immediately prior to the Effective Time, contingent upon the consummation of the transactions contemplated by this Agreement; provided that, from and after the date of this Agreement, the Company shall take all actions necessary to ensure that (includingi) no new participants are permitted to participate in the ESPP and that participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement, if appropriate(ii) except for any offering or purchase period under the ESPP that is in effect on the date of this Agreement (the “Final Offering Period”), amending no new offering or purchase period shall be authorized, continued or commenced following the date of this Agreement, and (iii) both the maximum number of shares that a participant in the ESPP can purchase and the total number of share available under the ESPP cannot be increased. Unless otherwise agreed to by Company and Parent, the Final Offering Period shall terminate no later than as of immediately following the next scheduled purchase date (to occur on March 1, 2019), and the Company shall cause the exercise date applicable to the Final Offering Period to accelerate and occur on such termination date with respect to any then-outstanding purchase rights. Notwithstanding anything to the contrary herein, (A) all amounts allocated to each participant’s account under the ESPP at the end of the Final Offering Period shall thereupon be used to purchase whole Shares under the terms of the Company ESPP and the terms of any for such offering period(s) commencing prior to the Expiration Date) that are necessary to provide thatperiod, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 which Shares shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, canceled at the Effective Time, converted into Time in exchange for the right to receive the Merger Consideration in accordance withwith Section 2.02(a), and pursuant to(B) as promptly as practicable following the purchase of Shares in accordance with the foregoing clause (A), the terms and conditions of this AgreementCompany shall return to each participant the funds, if any, that remain in such participant’s account after such purchase.

Employee Stock Purchase Plan. The Company, the Company Board and the compensation committee thereof, as applicable, shall take all requisite action with respect actions necessary to terminate the Company’s 2000 2018 Employee Stock Purchase Plan, as amended Plan (the “Company ESPP”), to ensure that (i) and all outstanding Company Purchase Rights (rights thereunder as defined in Section 4.02) will be exercised no later than three (3) Business Days of the day immediately prior to the Expiration DateAcceptance Time, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned contingent upon the occurrence of the Closing, and to otherwise effectuate the treatment of the ESPP as contemplated in this Section 4.5. From and after the date hereof, the Company shall (a) take all actions necessary to ensure that (i) no new participants are permitted to participate in the ESPP will and that participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement and (ii) except for the offering or purchase period (if any) under the ESPP that is in effect on the date hereof (the “Final Offering Period”), no offering or purchase period shall be terminated authorized, continued or commenced following the date hereof and (b) provide notice to participants describing the treatment of the ESPP pursuant to this Section 4.5. If the Effective Time occurs during the Final Offering Period, the Final Offering Period shall terminate no later than the Effective day immediately prior to the Acceptance Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take cause the exercise date applicable to the Final Offering Period to accelerate and occur on such termination date with respect to any then-outstanding purchase rights. Notwithstanding anything in this Agreement to the contrary, (x) all actions (including, if appropriate, amending amounts allocated to each participant’s account under the ESPP at the end of the Final Offering Period shall thereupon be used to purchase whole shares of Company Common Stock under the terms of the ESPP for such offering period, which shares of Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 Common Stock shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, cancelled at the Effective Time, converted into Time in exchange for the right to receive the Merger Consideration in accordance withwith ‎Section 4.2(a) following the purchase of shares of Company Common Stock and (y) the Company shall return to each participant the funds, and pursuant toif any, the terms and conditions of this Agreementthat remain in such participant’s account after such purchase.

Employee Stock Purchase Plan. The On the date of this Agreement, the Company shall take all requisite action with respect to suspend the Company’s 2000 Employee Stock Purchase Plan, ESPP as amended of the end of the current purchase period under the ESPP (the “Company ESPPCurrent Purchase Period”), ) and shall cause no further purchase periods to ensure that commence under the ESPP from and after the date of this Agreement by adopting any necessary or applicable amendment or resolution to (i) all provide that the Current Purchase Period and each participant’s outstanding right to purchase Company Common Stock under the ESPP shall terminate as of the end of the Current Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration DatePeriod, (ii) provide that no Company Purchase Rights will further offering or purchase periods shall be issued and outstanding as commenced after the date of the Expiration Datethis Agreement, (iii) conditioned upon terminate the occurrence of the Closing, the Company ESPP will be terminated no later than prior to the Effective Time, Time and (iv) no additional offering periods shall commence if the Effective Time would otherwise occur before the end of the Current Purchase Period, shorten the Current Purchase Period as of a specified trading day at least ten days prior to the date on or after which the Expiration DateEffective Time occurs. The Company shall deliver to Parent prior to ensure, by amendment or other action necessary, that participants in the Expiration Date sufficient evidence that ESPP may not increase their payroll deduction during the Company Current Purchase Period from those in effect on the date of this Agreement. All amounts accrued in each participant’s account under the ESPP will be terminated as of the Effective Time, conditioned upon purchase date at the occurrence end of the Closing. In additionCurrent Purchase Period (whether or not it is shortened in accordance with clause (iv) above) shall thereupon be used to purchase from the Company shares of Company Common Stock at the applicable price for the Current Purchase Period (it being understood that the purchase price for such shares shall not exceed $72,000 in the aggregate), prior and such shares shall be subject to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms provisions of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement2.5.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 's 2000 Employee Stock Purchase Plan, as amended (the “Company "COMPANY ESPP”"), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.023.02) issued and outstanding as of the date of the Company Stockholder Approval (as defined in Section 3.04) will be exercised no later than three (3) Business Days prior to the Expiration Dateon such date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration DateEffective Time, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) the Company ESPP will be suspended as of the date of the Company Stockholder Approval and no additional offering periods shall commence on or after the Expiration Datedate of the Company Stockholder Approval. The Company shall deliver to Parent prior to the Expiration Date Effective Time sufficient evidence that the Company ESPP will be terminated as of no later than the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective TimeCompany Stockholder Approval, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration DateEffective Time) that are necessary to provide that, as of the Effective Timedate of the Company Stockholder Approval, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 2.07 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “"modification” " under such Sections. All Shares shares of Company Common Stock issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect actions necessary to the Company’s 2000 terminate its 2010 Employee Stock Purchase Plan, as amended Plan (the “Company ESPP”), to ensure that (i) and all outstanding Company Purchase Rights rights thereunder (as defined including providing requisite notice to participants in Section 4.02the ESPP pursuant to the terms of the ESPP) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, immediately prior to the Effective Time, contingent upon the consummation of the transactions contemplated by this Agreement; provided that, from and after the date of this Agreement, the Company shall take all actions necessary to ensure that (includingi) no new participants are permitted to participate in the ESPP and that participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement, if appropriate(ii) except for any offering or purchase period under the ESPP that is in effect on the date of this Agreement (the “Final Offering Period”), amending no new offering or purchase period shall be authorized, continued or commenced following the date of this Agreement, and (iii) both the maximum number of shares that a participant in the ESPP can purchase and the total number of share available under the ESPP cannot be increased. Unless otherwise agreed to by Company and Parent, the Final Offering Period shall terminate no later than as of immediately following the next scheduled purchase date (to occur on March 1, 2019), and the Company shall cause the exercise date applicable to the Final Offering Period to accelerate and occur on such termination date with respect to any then-outstanding purchase rights. Notwithstanding anything to the contrary herein, (A) all amounts allocated to each participant’s account under the ESPP at the end of the Final Offering Period shall thereupon be used to purchase whole Shares under the terms of the Company ESPP and the terms of any for such offering period(s) commencing prior to the Expiration Date) that are necessary to provide thatperiod, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 which Shares shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, canceled at the Effective Time, converted into Time in exchange for the right to receive the Merger Consideration in accordance withwith ‎Section 2.02(a), and pursuant to(B) as promptly as practicable following the purchase of Shares in accordance with the foregoing clause (A), the terms and conditions of this AgreementCompany shall return to each participant the funds, if any, that remain in such participant’s account after such purchase.

Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior Prior to the Effective Time, the Company shall take (or cause to be taken) such actions with respect to the Company’s Employee Stock Purchase Plan as may be necessary or appropriate (i) to preclude the commencement of any new “Offering,” as defined thereunder, from or after the Effective Time, (ii) to terminate any current Offering no later than the last payroll date immediately preceding the Effective Time and cause all actions then outstanding options to purchase Shares in such Offering to be exercised on such payroll date for the purchase of Shares and (includingiii) to release from any “Holding Period,” as defined in the Employee Stock Purchase Plan, if appropriateall Shares that have been purchased pursuant to the Employee Stock Purchase Plan prior to, amending and are outstanding as of, the terms Effective Time (the “ESPP Shares”), including the Shares purchased pursuant to this Section 2.05. As of the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, each then outstanding ESPP Share shall be converted into and shall become the terms right to receive the Merger Consideration, without interest, pursuant to Section 2.01(c), subject to applicable income and employment tax withholding amounts and other statutory social charges (if any) required to be withheld by the Company or any of its Subsidiaries under any offering period(s) commencing prior applicable law. Prior to the Expiration DateEffective Time, the Company shall take (or cause to be taken) such actions as may be necessary or appropriate so that are necessary to provide that, the Employee Stock Purchase Plan and any and all rights under any provisions thereof shall terminate as of the Effective Time, participants and former participants in without any action on the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise part of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreementor any other Person.

Employee Stock Purchase Plan. The As soon as practicable following the date of this Agreement, the Company Board or the appropriate committee of the Company Board shall take all requisite action with respect to reasonable actions, including the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”)adoption of any necessary resolutions, to ensure that (i) all outstanding ensure that no employees (who are not currently participants) will become participants in the Company ESPP after the date of this Agreement; (ii) cause the Purchase Rights Period (as defined in Section 4.02the Company ESPP) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding in effect as of the Expiration Date, date of this Agreement to be the final Purchase Period (the “Final Purchase Period”) and provide that no new Purchase Periods commence after the date of this Agreement; and (iii) conditioned upon the occurrence of the Closing, prohibit current participants in the Company ESPP will be terminated no later from altering their payroll deduction elections (other than to discontinue their participation in and withdraw their accumulated contributions from the Effective Time, and (ivCompany ESPP) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver date of this Agreement or to Parent prior make separate non-payroll contributions to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the ClosingESPP. In addition, prior Prior to the Effective Time, the Company shall take all actions action that may be necessary to, effective upon the consummation of the Merger, (includingA) cause the Final Purchase Period, if appropriateto the extent that it would otherwise be outstanding at the Effective Time, amending to be terminated no later than ten (10) Business Days prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the Final Purchase Period, but otherwise treat the Final Purchase Period as a fully effective and completed Purchase Period for all purposes pursuant to the Company ESPP; and (C) cause the exercise (as of no later than ten (10) Business Days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall 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 ESPP, and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 such shares shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not entitled to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, with Section 1.6(a)(i). Immediately prior to and pursuant toeffective as of the Effective Time (but subject to the consummation of the Merger), the terms and conditions of this AgreementCompany shall terminate the Company ESPP.