Common use of Employee Stock Purchase Plan Clause in Contracts

Employee Stock Purchase Plan. At the Effective Time, the Company Stock Purchase Plan and each outstanding purchase right under the Company Stock Purchase Plan shall be assumed by Parent. Within five business days of the date hereof, Company shall deliver a schedule that sets forth a true and complete list as of the date hereof of all holders of outstanding purchase rights under the Company Stock Purchase Plan, including the payroll deduction amount elected by each holder and the price per share of Company Common Stock at the start of the current purchase periods. On the Closing Date, Company shall deliver to Parent an updated version of such schedule, current as of such date. Each such purchase right so assumed by Parent under this Agreement shall continue to have, and be subject to, the terms and conditions set forth in the Company Stock Purchase Plan and the documents governing the outstanding purchase rights under the Company Stock Purchase Plan immediately prior to the Effective Time, except that the purchase price of shares of Parent Common Stock and the number of shares of Parent Common Stock to be issued upon the exercise of each such purchase right shall be adjusted in accordance with the Exchange Ratio (with the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent). The assumed outstanding purchase rights under the Company Stock Purchase Plan shall be exercised at such times following the Effective Time as set forth in the Company Stock Purchase Plan, and each participant shall, accordingly, be issued shares of Parent Common Stock at such times. The Company Stock Purchase Plan, and all outstanding purchase rights thereunder, shall terminate with the exercise of the last assumed purchase right, and no additional purchase rights shall be granted under the Company Stock Purchase Plan following the Effective Time.

Employee Stock Purchase Plan. At As of the Effective Time, the Employee Stock Purchase Plan shall be terminated. The Company shall consult with Buyer in its preparation of any materials to be distributed to participants in connection with the termination of the Employee Stock Purchase Plan. The rights of participants in the Employee Stock Purchase Plan shall be determined by treating the last Business Day (as defined in the Employee Stock Purchase Plan) prior to the Effective Time as the last day of such Offering Period(s) (as defined in the Employee Stock Purchase Plan) then in effect and by making such other pro-rata adjustments as may be required pursuant to the Employee Stock Purchase Plan to reflect the shortened Offering Period but otherwise treating such Offering Period as a fully effective and completed Offering Period for all purposes of such Employee Stock Purchase Plan. Prior to the Effective Time, the Company shall take all actions that are necessary to give effect to the transactions contemplated by this Section 6.10; provided, however, that the change in the Offering Period referred to in this Section 6.10 shall be conditioned upon the consummation of the Merger. If the Closing has not occurred on or prior to April 30, 2007, the Company will take all commercially reasonable steps to suspend new enrollment under the terms of the Employee Stock Purchase Plan from such time, and each outstanding purchase right under to provide that no new Offering Periods shall commence on or after April 30, 2007, until (A) immediately prior to the Company Effective Time when the Employee Stock Purchase Plan shall be assumed by Parent. Within five business days terminated or, if earlier (B) termination of this Agreement; provided, however, that in conjunction with the taking such actions Buyer and the Company shall meet and confer regarding potential employee retention measures that might be taken in lieu of the date hereof, Company shall deliver a schedule that sets forth a true and complete list as of the date hereof of all holders of outstanding purchase rights under the Company Employee Stock Purchase Plan, including the payroll deduction amount elected by each holder and the price per share . Outstanding rights to purchase shares of Company Common Stock at the start of the current purchase periods. On the Closing Date, Company shall deliver to Parent an updated version of such schedule, current as of such date. Each such purchase right so assumed by Parent under this Agreement shall continue to have, and be subject to, the terms and conditions set forth in the Company Stock Purchase Plan and the documents governing the outstanding purchase rights under the Company Stock Purchase Plan immediately prior to the Effective Time, except that the purchase price of shares of Parent Common Stock and the number of shares of Parent Common Stock to be issued upon the exercise of each such purchase right shall be adjusted exercised in accordance with the Exchange Ratio (with terms of the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent). The assumed outstanding purchase rights under the Company Stock Purchase Plan shall be exercised at such times following the Effective Time as set forth in the Company Employee Stock Purchase Plan, and each participant shallshare of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, accordinglyand without any action on the part of Buyer, Merger Sub, the Company or holder thereof, be converted into the right to receive Company Common Consideration without issuance of certificates representing issued and outstanding shares of Parent Company Common Stock at such times. The Company to participants under the Employee Stock Purchase Plan, and all outstanding purchase rights thereunder, shall terminate with the exercise of the last assumed purchase right, and no additional purchase rights shall be granted under the Company Stock Purchase Plan following the Effective Time.

Employee Stock Purchase Plan. At The Company shall take all actions necessary to ensure that (i) no offering period under the Company’s 2015 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) shall be commenced on or after the date of this Agreement, (ii) no new participants may join the offering period in existence under the Employee Stock Purchase Plan on or after the date of this Agreement and (iii) no participant may increase the amount of his or her salary deferrals with respect to such offering period. In the event that the offering period under the Employee Stock Purchase Plan in effect as of the date of this Agreement has not ended on the date immediately preceding the Effective Time, then the Company Employee Stock Purchase Plan and each outstanding purchase right under such offering period shall be terminated as of the Company day immediately preceding the Effective Time, and all participant contributions then in the Employee Stock Purchase Plan shall be assumed by Parent. Within five business days used to purchase Shares on such date in accordance with the terms of the date hereof, Company shall deliver a schedule that sets forth a true and complete list as of the date hereof of all holders of outstanding purchase rights under the Company Stock Purchase Plan, including the payroll deduction amount elected by each holder and the price per share of Company Common Stock at the start of the current purchase periods. On the Closing Date, Company shall deliver to Parent an updated version of such schedule, current as of such date. Each such purchase right so assumed by Parent under this Agreement shall continue to have, and be subject to, the terms and conditions set forth in the Company Employee Stock Purchase Plan and as if such date was the documents governing the outstanding purchase rights under the Company Stock Purchase Plan immediately prior to last day of such offering period. As of the Effective Time, except that the purchase price of shares of Parent Common Stock and the number of shares of Parent Common Stock to be issued upon the exercise of each such purchase right shall be adjusted in accordance with the Exchange Ratio (with the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent). The assumed outstanding purchase rights all Shares so purchased under the Company Employee Stock Purchase Plan shall be exercised at such times following treated identically to all other Shares with respect to the Effective Time payment of the Merger Consideration as set forth in Article 2. Effective no later than the day immediately preceding the Closing Date, the Company shall have taken corporate action to terminate the Employee Stock Purchase Plan. The Company will provide Parent with evidence that such action has been taken to terminate the Employee Stock Purchase Plan, and each participant shalleffective as of no later than the day immediately preceding the Closing Date, accordingly, be issued shares of Parent Common Stock at such times. The Company Stock Purchase Plan, and all outstanding purchase rights thereunder, shall terminate with the exercise pursuant to resolutions of the last assumed purchase right, and no additional purchase rights shall be granted under the Company Stock Purchase Plan following the Effective TimeBoard.

Employee Stock Purchase Plan. At the Effective Time, the Company Stock Purchase Plan and each outstanding purchase right under the Company Stock Purchase Plan shall be assumed by Parent. Within five business days Section 3.07 of the date hereof, Company shall deliver a schedule that Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding purchase rights under the Company Stock Purchase Plan, including the payroll deduction amount elected by each holder and the price per share of Company Common Stock at the start of the current purchase periods. On the Closing Date, Company shall deliver to Parent an updated version of such schedule, current as of such date. Each such purchase right so assumed by Parent under this Agreement shall continue to have, and be subject to, the terms and conditions set forth in the Company Stock Purchase Plan and the documents governing the outstanding purchase rights under the Company Stock Purchase Plan immediately prior to the Effective Time, except that the purchase price of shares of Parent Common Stock and the number of shares of Parent Common Stock to be issued upon the exercise of each such purchase right shall be adjusted in accordance with the Exchange Ratio (with the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent). The assumed outstanding purchase rights under the Company Stock Purchase Plan shall be exercised at such times following the Effective Time as set forth in the Company Stock Purchase Plan, and each participant shall, accordingly, be issued shares of Parent Common Stock at such times. The Company Stock Purchase Plan, and all outstanding purchase rights thereunder, shall terminate with the exercise of the last assumed purchase right, and no additional purchase rights shall be granted under the Company Stock Purchase Plan following the Effective Time.

Employee Stock Purchase Plan. At Effective as of the Effective Time, the Company Company's 1995 Employee Stock Purchase Plan and each outstanding purchase right under (the Company Stock Purchase Plan shall be assumed by Parent. Within five business days of the date hereof, Company shall deliver a schedule that sets forth a true and complete list as of the date hereof of all holders of outstanding purchase rights under the Company "Employee Stock Purchase Plan, including the payroll deduction amount elected by each holder ") shall be terminated and the price per share then applicable Payroll Deduction Period (as defined in the Employee Stock Purchase Plan) shall be deemed to have ended on the last trading day of Company the Class A Common Stock at the start of the current purchase periods. On the Closing Date, Company shall deliver to Parent an updated version of such schedule, current as of such date. Each such purchase right so assumed by Parent under this Agreement shall continue to have, and be subject to, the terms and conditions set forth in the Company Stock Purchase Plan and the documents governing the outstanding purchase rights under the Company Stock Purchase Plan immediately prior to the Effective Time. At the Effective Time, except that Acquiror shall, on behalf of Merger Sub, pay to each Company employee who is a participant in the purchase price Employee Stock Purchase Plan as of shares of Parent Common Stock and the Effective Time, an amount in cash equal to the Per Share Amount multiplied by the number of shares of Parent Class A Common Stock which the accumulated funds in such employee's account would have been entitled to be issued upon purchase under the exercise terms of each the Employee Stock Purchase Plan as of the end of such purchase right Payroll Deduction Period. Such payments shall be adjusted deemed to satisfy all obligations of the Company and the Surviving Corporation to the participants in the Employee Stock Purchase Plan. Such payments shall be subject to all applicable federal, state and local tax withholding requirements. All funds in the accounts of the participants as of the Effective Time after such payments, shall belong to and be disbursed in accordance with the Exchange Ratio (with the number instructions of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent)Acquiror. The assumed outstanding purchase rights under Company shall terminate the Company Employee Stock Purchase Plan as of the Effective Time so that on and after the Effective Time no former participant in the Employee Stock Purchase Plan shall be exercised at such times following the Effective Time as set forth have any right to purchase shares of Class A Common Stock or any other equity interest in the Company under the Employee Stock Purchase Plan, and each participant shall, accordingly, be issued shares of Parent Common Stock at such times. The Company Stock Purchase Plan, and all outstanding purchase rights thereunder, shall terminate with the exercise of the last assumed purchase right, and no additional purchase rights shall be granted under the Company Stock Purchase Plan following the Effective Time.(c)

Employee Stock Purchase Plan. At Effective as of the Effective Time, the Company Company's 1995 Employee Stock Purchase Plan and each outstanding purchase right under (the Company Stock Purchase Plan shall be assumed by Parent. Within five business days of the date hereof, Company shall deliver a schedule that sets forth a true and complete list as of the date hereof of all holders of outstanding purchase rights under the Company "Employee Stock Purchase Plan, including the payroll deduction amount elected by each holder ") shall be terminated and the price per share then applicable Payroll Deduction Period (as defined in the Employee Stock Purchase Plan) shall be deemed to have ended on the last trading day of Company the Class A Common Stock at the start of the current purchase periods. On the Closing Date, Company shall deliver to Parent an updated version of such schedule, current as of such date. Each such purchase right so assumed by Parent under this Agreement shall continue to have, and be subject to, the terms and conditions set forth in the Company Stock Purchase Plan and the documents governing the outstanding purchase rights under the Company Stock Purchase Plan immediately prior to the Effective Time. At the Effective Time, except that Acquiror shall, on behalf of Merger Sub, pay to each Company employee who is a participant in the purchase price Employee Stock Purchase Plan as of shares of Parent Common Stock and the Effective Time, an amount in cash equal to the Per Share Amount multiplied by the number of shares of Parent Class A Common Stock which the accumulated funds in such employee's account would have been entitled to be issued upon purchase under the exercise terms of each the Employee Stock Purchase Plan as of the end of such purchase right Payroll Deduction Period. Such payments shall be adjusted deemed to satisfy all obligations of the Company and the Surviving Corporation to the participants in the Employee Stock Purchase Plan. Such payments shall be subject to all applicable federal, state and local tax withholding requirements. All funds in the accounts of the participants as of the Effective Time after such payments, shall belong to and be disbursed in accordance with the Exchange Ratio (with the number instructions of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent)Acquiror. The assumed outstanding purchase rights under Company shall terminate the Company Employee Stock Purchase Plan as of the Effective Time so that on and after the Effective Time no former participant in the Employee Stock Purchase Plan shall be exercised at such times following the Effective Time as set forth have any right to purchase shares of Class A Common Stock or any other equity interest in the Company under the Employee Stock Purchase Plan, and each participant shall, accordingly, be issued shares of Parent Common Stock at such times. The Company Stock Purchase Plan, and all outstanding purchase rights thereunder, shall terminate with the exercise of the last assumed purchase right, and no additional purchase rights shall be granted under the Company Stock Purchase Plan following the Effective Time.