Common use of Employee Stock Purchase Plan Clause in Contracts

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B)), the Company shall take all actions that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) and applicable Laws to ensure that (A) except for the six (6) month offering period under the ESPP that commenced on June 1, 2015 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering will end at the earlier to occur of December 1, 2015 and the date that is seven (7) business days prior to the anticipated Effective Time, (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (G) the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Board or a committee thereof and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) ESPP and applicable Laws Law to ensure that (A) except for the six (6) three-month offering period under the ESPP that commenced on June January 1, 2015 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement; (B) if, with respect to the Final Offering, the Effective Time shall occur prior to March 31, 2015 (which is the Purchase Date, as defined in the ESPP), (Bi) each individual participating in the Final Offering shall receive notice of the Transactions no later than 10 Business Days prior to the Effective Time and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (ii) the Final Offering will shall end at the earlier to occur of December 1, 2015 and the date that is seven (7) business days immediately prior to the anticipated Effective Time, and (iii) any remaining accumulated but unused payroll deductions shall be distributed to the relevant participants without interest as promptly as practicable following such termination; (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Common Shares in accordance with the ESPP as of the end of the Final Offering, Offering (subject to the provisions of the ESPP regarding the maximum number and value of shares purchasable per participant); (D) the applicable purchase price for Common Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, ; (E) no participant in the ESPP may individual shall be permitted to increase his or her rate of payroll deductions used to purchase Shares contribution under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of following the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering Agreement; and (GF) the ESPP shall terminate in its entirety at the Effective Time applicable time specified in Section 2.3 of the Plan of Arrangement and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Effective Time, the Company Flagstar shall take all actions (including obtaining any necessary determinations and/or resolutions of the Flagstar Board or Flagstar Compensation Committee and, if appropriate, amending the terms of the Flagstar’s 2017 Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) ESPP and applicable Laws laws to ensure that (Ai) except for the six (6) three-month offering period under the ESPP that commenced on June April 1, 2015 2021 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (Bii) the Final Offering will shall end at on a date no later than the business day immediately preceding the Closing Date (the earlier to occur of December 1, 2015 the date the Final Offering ends and the date that is seven (7) business days prior to day immediately preceding the anticipated Effective TimeClosing Date, the “ESPP Termination Date”), (Ciii) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares shares of Flagstar Common Stock in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (Dwithout interest) as soon as administratively practicable thereafter, (iv) the applicable purchase price for Shares shares of Flagstar Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (Gv) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (iii).

Employee Stock Purchase Plan. Effective as of no later than immediately preceding the Offer Closing, the Company shall have terminated the Company ESPP and shall have provided such notice of termination as may be required by the terms of the Company ESPP. As soon as reasonably practicable following the date of this Agreement and in Agreement, the Company Board (or, if appropriate, any event prior committee administering the Company’s ESPP) shall adopt such resolutions or take such other actions as may be required to provide that, with respect to the end of ESPP: (i) each individual participating in the Final Offering Purchase Period (as defined below and in the ESPP) in progress as provided in clause (B)), of the Company shall take all actions that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) and applicable Laws to ensure that (A) except for the six (6) month offering period under the ESPP that commenced on June 1, 2015 date of this Agreement (the “Final OfferingPurchase Period”)) shall not be permitted (A) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the Final Purchase Period commenced, no offering period shall be authorized or commenced (B) to make separate non-payroll contributions to the ESPP on or after following the date of this Agreement, ; (Bii) no individual who is not participating in the ESPP as of the date of this Agreement may commence participation in the ESPP following the date of this Agreement; (iii) the Final Offering will Purchase Period shall end at on the earlier to occur of December September 1, 2015 2014 and the a date that is seven at least five (75) business calendar days prior to the anticipated Effective Time, initial scheduled expiration of the Offer; (Civ) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Company Shares in accordance with the terms of the ESPP as of the end of the Final Offering, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering Purchase Period; and (Gv) the ESPP shall be suspended immediately following the end of the Final Purchase Period and shall terminate in its entirety at prior to the Effective Time and Offer Closing. During the suspension period no further rights shall be granted or exercised under the ESPP thereafterESPP.

Employee Stock Purchase Plan. As soon The Company shall take all actions reasonably necessary to provide that with respect to the Company ESPP: (a) participants may not increase their payroll deduction percentages or purchase elections from those in effect on the date of this Agreement; (b) no purchase period or offering period shall commence under the Company ESPP following the date of this Agreement; (c) each participant’s outstanding right to purchase shares of Company Stock under the Company ESPP shall be suspended immediately following the end of the purchase period in effect on the date of this Agreement or, if earlier, the end of the Business Day immediately prior to the Effective Time; provided that, in either case, all amounts allocated to each participant’s account under the Company ESPP as of such date shall thereupon be used to purchase immediately prior to the Effective Time from the Company whole shares of Company Stock at the applicable price under the Company ESPP for the then outstanding purchase period; (d) as promptly as reasonably practicable following the date purchase of this Agreement and in any event prior to the end shares of the Final Offering (as defined below and as provided in clause (B)), the Company shall take all actions that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) and applicable Laws to ensure that (A) except for the six (6) month offering period under the ESPP that commenced on June 1, 2015 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering will end at the earlier to occur of December 1, 2015 and the date that is seven (7) business days prior to the anticipated Effective Time, (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of preceding clause (c), return to participants the end of funds, if any, that remain in the Final Offering, participants’ accounts after such purchase; and (De) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (G) the Company ESPP shall terminate in its entirety at immediately prior to the Effective Time and so that no further purchase rights shall be granted or exercised under the Company ESPP thereafter.

Employee Stock Purchase Plan. As soon The Company shall take all actions necessary to provide that with respect to the Company’s 1991 Employee Stock Plan, as amended (the “Company ESPP”), (a) participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement; (b) no purchase period or offering period shall commence under the Company ESPP following the date of this Agreement; (c) each participant’s outstanding right to purchase Shares under the Company ESPP shall be suspended immediately following the end of the purchase period in effect on the date of this Agreement or, if earlier, the end of the business day immediately prior to the Acceptance Date; provided that, in either case, all amounts allocated to each participant’s account under the Company ESPP as of such date shall thereupon be used to purchase on the Acceptance Date from the Company whole Shares at the applicable price under the Company ESPP for the then outstanding purchase period, which Shares shall be canceled at the Effective Time in exchange for the right to receive the Merger Consideration in accordance with Section 2.02(a); (d) as promptly as reasonably practicable following the date purchase of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B)), the Company shall take all actions that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) and applicable Laws to ensure that (A) except for the six (6) month offering period under the ESPP that commenced on June 1, 2015 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering will end at the earlier to occur of December 1, 2015 and the date that is seven (7) business days prior to the anticipated Effective Time, (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of preceding clause (c), return to participants the end of funds, if any, that remain in the Final Offering, participants’ accounts after such purchase; and (De) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (G) the Company ESPP shall terminate in its entirety at immediately prior to the Effective Time and so that no further purchase rights shall be granted or exercised under the Company ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Agreement, the Company shall take all actions that may be necessary or required under Board of Directors (or, if appropriate, any committee administering the Company’s 1998 1999 Employee Stock Purchase Plan, as amended on March 25, 2009 (the 4 “ESPP”)) and applicable Laws shall adopt such resolutions or take such other actions as may be required to ensure that provide that, with respect to the ESPP: (Ai) except for each individual participating in the six Offering Period (6as defined in the ESPP) month offering period under in progress as of the ESPP that commenced on June 1, 2015 date of this Agreement (the “Final Offering”)) shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the Final Offering commenced, no offering period shall be authorized or commenced (y) to make separate non-payroll contributions to the ESPP on or after following the date of this Agreement, ; (Bii) no individual who is not participating in the ESPP as of the date of this Agreement may commence participation in the ESPP following the date of this Agreement; (iii) the Final Offering will shall end at on (and the final Purchase Date (as defined in the ESPP) shall be) the earlier to occur of December 1, 2015 June 14 2010 and the a date that is seven five (75) business calendar days prior to the anticipated Effective Time, ; (Civ) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares shares of Company Common Stock in accordance with the terms of the ESPP as of the end of the Final Offering, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering ; and (Gv) the ESPP shall terminate in its entirety at immediately following the Effective Time 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 and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s Qualified Employee Stock Purchase Plan as Amended and Restated (the “ESPP”)) that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) ESPP and applicable Laws to ensure that (A) except for the six (6) three-month offering period under the ESPP that commenced on June October 1, 2015 2019 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering will shall end at on a date no later than the business day immediately preceding the Closing Date (the earlier to occur of December 1, 2015 the date the Final Offering ends and the date that is seven (7) business days prior to day immediately preceding the anticipated Effective TimeClosing Date, the “ESPP Termination Date”), (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (without interest) as soon as administratively practicable thereafter, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, Agreement and (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (G) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company's 2007 Team Member Stock Purchase Plan (the "ESPP")) that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) ESPP and applicable Laws to ensure that (A) except for the six (6) three-month offering period under the ESPP that commenced on June April 1, 2015 2017 (the “"Final Offering”"), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering will shall end at on a date no later than the earlier to occur Business Day immediately preceding the Closing Date (the later of December 1, 2015 the date the Final Offering ends and the date that is seven (7) business days prior to Business Day immediately preceding the anticipated Effective TimeClosing Date, the "ESPP Termination Date"), (C) each ESPP participant’s 's accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (without interest) as soon as administratively practicable thereafter, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, Agreement and (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (G) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s 2017 Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) ESPP and applicable Laws to ensure that (A) except for the six (6) six-month offering period under the ESPP that commenced on June 1May 15, 2015 2022 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering will shall end at on a date no later than the earlier to occur Business Day immediately preceding the Closing Date (the later of December 1, 2015 the date the Final Offering ends and the date that is seven (7) business days prior to Business Day immediately preceding the anticipated Effective TimeClosing Date, the “ESPP Termination Date”), (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (without interest) as soon as administratively practicable thereafter, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, Agreement and (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (G) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Agreement, the Company shall take all actions that may be necessary or required under Board of Directors (or, if appropriate, any committee administering the Company’s 1998 1999 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”)) and applicable Laws shall adopt such resolutions or take such other actions as may be required to ensure that provide that, with respect to the ESPP: (Ai) except for each individual participating in the six Offering Period (6as defined in the ESPP) month offering period under in progress as of the ESPP that commenced on June 1, 2015 date of this Agreement (the “Final Offering”)) shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the Final Offering commenced, no offering period shall be authorized or commenced (y) to make separate non-payroll contributions to the ESPP on or after following the date of this Agreement, ; (Bii) no individual who is not participating in the ESPP as of the date of this Agreement may commence participation in the ESPP following the date of this Agreement; (iii) the Final Offering will shall end at on (and the final Purchase Date (as defined in the ESPP) shall be) the earlier to occur of December 1, 2015 June 14 2010 and the a date that is seven five (75) business calendar days prior to the anticipated Effective Time, ; (Civ) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares shares of Company Common Stock in accordance with the terms of the ESPP as of the end of the Final Offering, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering ; and (Gv) the ESPP shall terminate in its entirety at immediately following the Effective Time 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 and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.

Employee Stock Purchase Plan. As soon promptly as reasonably practicable following the date of this Agreement and (but in any event prior to the end of the Final Offering (as defined below and as provided in clause (B)Effective Time), the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or the compensation committee of the Company Board and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) ESPP and applicable Laws to to: (i) ensure that that, (A) except for the six (6) month offering period under the ESPP that commenced on June 1, 2015 (the “Final Offering”)Offerings, no new offering period periods shall be authorized or commenced on or after the date of this Agreement, (B) participants may not increase deductions under the Final Offering will end at ESPP after the earlier date of this Agreement and (C) no new participants may begin participation after the date of this Agreement; (ii) ensure that if the Closing is reasonably expected to occur of December 1, 2015 and the date that is seven (7) business days prior to the anticipated Effective Timeend of the Final Offerings, (CA) each individual participating in the Final Offerings shall be given notice of the transactions contemplated by this Agreement no later than 10 Business Days prior to the Closing Date and shall have an opportunity to withdraw from such Final Offerings in accordance with Sections 9 and 24 of the ESPP, and (B) the Final Offerings shall each end on a date prior to the Closing Date as determined by the Board or the compensation committee of the Company Board; (iii) ensure that each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, Offerings; (Div) ensure that the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering ; and (Gv) ensure that the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a duly authorized committee thereof and, if appropriate, amending the terms of the Company’s 2007 Team Member Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) ESPP and applicable Laws to ensure that (A) except for the six (6) three-month offering period under the ESPP that commenced on June April 1, 2015 2017 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering will shall end at on a date no later than the earlier to occur Business Day immediately preceding the Closing Date (the later of December 1, 2015 the date the Final Offering ends and the date that is seven (7) business days prior to Business Day immediately preceding the anticipated Effective TimeClosing Date, the “ESPP Termination Date”), (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (without interest) as soon as administratively practicable thereafter, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, Agreement and (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (G) the ESPP shall terminate in its entirety at upon the Effective Time ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafterthereafter other than in accordance with the preceding clause (C).

Employee Stock Purchase Plan. As soon Effective as reasonably practicable following of no later than immediately preceding the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Effective Time, the Company shall take all actions that may be necessary or required under have terminated the Company ESPP. Prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (ESPP) shall adopt such resolutions with respect to the “ESPP”) and applicable Laws Company ESPP to ensure provide that (Ai) except for the six (6) month offering period all outstanding purchase rights under the Company ESPP that commenced on June 1shall automatically be exercised, 2015 in accordance with the terms of the Company ESPP, prior to the Effective Time (the “Final OfferingPurchase”), (ii) the Company ESPP shall terminate with such purchase and no offering period further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be authorized permitted (x) to increase the amount of his or commenced her rate of payroll contributions thereunder from the rate in effect on or after the date of this Agreement, or (By) the Final Offering will end at the earlier to occur of December 1, 2015 and the date that is seven (7) business days prior make separate non-payroll contributions to the anticipated Effective Time, (C) each Company ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of on or following the date of this Agreement, and (Eiv) no participant individual who is not participating in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the Company ESPP as of the date of this Agreement may continue to participate commence participation in the Company ESPP for following the remainder date of this Agreement. All shares of Company Common Stock purchased in the Final Offering and (G) the ESPP Purchase shall terminate in its entirety be cancelled at the Effective Time and no further rights shall be granted or exercised under converted into the ESPP thereafterright to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B))Agreement, the Company shall take all actions that may be necessary or required under Board of Directors (or, if appropriate, any committee administering the Company’s 1998 2007 Employee Stock Purchase Plan, dated as amended on March 25of August 1, 2009 2007 (the “ESPP”)) and applicable Laws shall adopt such resolutions or take such other actions as may be required to ensure that provide that, with respect to the ESPP: (Ai) except for each individual participating in the six Offering (6as defined in the ESPP) month offering period under in progress as of the ESPP that commenced on June 1, 2015 date of this Agreement (the “Final Offering”)) shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect when the Final Offering commenced, no offering period shall be authorized or commenced (y) to make separate non-payroll contributions to the ESPP on or after following the date of this Agreement, ; (Bii) no individual who is not participating in the ESPP as of the date of this Agreement may commence participation in the ESPP following the date of this Agreement; (iii) the Final Offering will shall end at on the earlier to occur of December 1January 31, 2015 2010 and the a date that is seven ten (710) business calendar days prior to the anticipated Effective Time, ; (Civ) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares shares of Company Common Stock in accordance with the terms of the ESPP as of the end of the Final Offering, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering ; and (Gv) the ESPP shall terminate in its entirety at immediately following the Effective Time 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 and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.