Common use of ESPP Clause in Contracts

ESPP. As soon as practicable following the date hereof, the Company Board or a committee thereof shall adopt resolutions to provide that each individual participating in an Offering (as defined in the ESPP) in progress on the date hereof shall not be permitted to (i) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof; (ii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable law; or (iii) commence participating in any new Offering that begins following the date hereof. No individual who is not a current participant in the ESPP with respect to any current Offering as of the date hereof shall be allowed to commence participation in the ESPP following the date hereof. Prior to the Effective Time, the Company shall take all actions that may be necessary to, effective upon the consummation of the Merger, (A) cause any Offering that would otherwise be outstanding at the Effective Time to terminate no later than five days prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the shortened Offering, but otherwise treat any shortened Offering as a fully effective and completed Offering for all purposes pursuant to the ESPP; (C) cause the exercise (as of no later than one Business Day prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the ESPP; and (D) provide that no further Offering or purchase period shall commence pursuant to the ESPP after the date hereof. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Common Stock in accordance with the terms of the ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Company Merger), the Company will terminate the ESPP.

ESPP. As The provisions of Section 2.8(a) shall not apply to any rights under the Company’s 2014 Employee Stock Purchase Plan (the “ESPP”). With respect to the ESPP, as soon as practicable following the date hereofof this Agreement, the Company Board (or a committee thereof shall thereof) will adopt resolutions or take other actions as may be required to provide that each individual participating in an no further Offering Period (as defined in the ESPP) or Purchase Period (as defined in progress on the date hereof shall not be permitted to (iESPP) increase his or her payroll contribution rate will commence pursuant to the ESPP from the rate in effect as of the date hereof; (ii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable law; or (iii) commence participating in any new Offering that begins following the date hereof. No individual who is not a current participant in the ESPP with respect to any current Offering as of the date hereof shall be allowed to commence participation in the ESPP following after the date hereof. Prior to the Effective Time, the Company shall will take all actions action that may be necessary to, effective upon the consummation of the Merger, : (A) cause any Offering Purchase Period that would otherwise be outstanding at the Effective Time Time, if any, to terminate be terminated no later than five days one Business Day prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the shortened OfferingOffering Period, but otherwise treat any such shortened Offering Period as a fully effective and completed Offering Purchase Period for all purposes pursuant to the ESPP; and (C) cause the exercise (as of no later than one (1) Business Day prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the ESPP; and (D) provide that no further Offering or purchase period shall commence pursuant to the ESPP after the date hereof. On such exercise date, if any, referred to in clause (C) of the preceding sentence, the Company shall will apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPPESPP and will cause the remaining accumulated but unused payroll deductions to be distributed to the relevant participants without interest as promptly as practicable following such exercise date. Immediately prior to and effective as of the Holding Company Merger Effective Time (but subject to the consummation of the Holding Company Merger), the Company will terminate the ESPP.

ESPP. As soon as practicable following the date hereof, the Company Board or a committee thereof shall adopt resolutions to provide that each individual participating in an Offering (as defined in the ESPP) in progress on the date hereof shall not be permitted to (i) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof; (ii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable law; or (iii) commence participating in any new Offering that begins following the date hereof. No individual who is not a current participant in the ESPP with respect to any current Offering as of the date hereof shall be allowed to commence participation in the ESPP following the date hereof. Prior to the Effective Offer Acceptance Time, the Company shall take all actions that may be necessary or required under the ESPP and Legal Requirements to, effective upon contingent on the consummation of the MergerEffective Time, (Ai) cause any Offering ensure that, except for the six (6)-month offering period under the ESPP that would otherwise commenced on April 1, 2016, no offering period or purchase period shall be outstanding at authorized or commenced on or after the Effective Time to terminate no later than five days date of this Agreement, (ii) ensure that participants in the ESPP may not increase their rate of payroll deductions and (iii) if the Closing shall occur prior to the end of the offering period in existence under the ESPP on the date on which of this Agreement, cause the Effective rights of participants in the ESPP with respect to any such offering period (and purchase period thereunder) then underway under the ESPP to be determined by treating the last business day prior to the Offer Acceptance Time occurs; (B) make any pro as the last day of such offering period and purchase period and by making such other pro-rata adjustments that as may be necessary to reflect the shortened Offering, offering period and purchase period but otherwise treat any treating such shortened Offering offering period and purchase period as a fully effective and completed Offering offering period and purchase period for all purposes pursuant to under the ESPP; (C) cause , with any Shares purchased under the exercise (as of no later than one Business Day prior to the date on which ESPP cancelled at the Effective Time occurs) of each outstanding purchase and converted into the right to receive the Merger Consideration pursuant to Section 2.5(a)(iii) and, as promptly as reasonably practicable following the ESPP; and (D) provide purchase of Shares in accordance with this Section 6.3, cause the funds, if any, that no further Offering or remain in a participant’s account after such purchase period shall commence pursuant to be returned to the participant. The Company shall terminate the ESPP after and all rights thereunder in their entirety effective as of the date hereofOffer Acceptance Time, contingent upon the occurrence of the Effective Time. On such exercise datePrior to the Offer Acceptance Time, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Common Stock in accordance with take all actions (including, if appropriate, amending the terms of the ESPP. Immediately prior ) that are necessary to and effective as of the Effective Time (but subject give effect to the consummation of the Company Merger), the Company will terminate the ESPPtransactions contemplated by this Section 6.3.

ESPP. As soon promptly as practicable following the date hereofof this Agreement (but in any event prior to the Effective Time), the Company shall take all actions (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof shall adopt resolutions to provide that each individual participating in an Offering (as defined in the Company Compensation Committee and, if appropriate, amending the terms of the ESPP) in progress that may be necessary or required under the ESPP and applicable Law to ensure that, (A) except for the Final Offering, no offering period shall be authorized or commenced on or after the date hereof shall not be permitted to of this Agreement; (iB) increase his or her payroll contribution rate pursuant to participants in the ESPP from may not increase deductions under the rate in effect as of the date hereof; (ii) ESPP or otherwise make separate non-payroll contributions to the ESPP on or following ESPP, in each case, after the date hereof, except as of this Agreement and (C) no new participants may be required by applicable law; or (iii) commence participating in any new Offering that begins following the date hereof. No individual who is not a current participant in the ESPP with respect to any current Offering as of the date hereof shall be allowed to commence begin participation in the ESPP following after the date hereofof this Agreement. Prior to the Effective Time, the Company shall take all actions that may be necessary to, effective upon the consummation of the Merger, (Ax) cause any Offering the Final Offering, to the extent that it would otherwise be outstanding at the Effective Time Time, to terminate be terminated no later than five days Business Days prior to the date on which the Effective Time occurs; (By) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering, but otherwise treat any shortened the Final Offering as a fully effective and completed Offering “Offering” for all purposes pursuant to the ESPP; and (Cz) cause the exercise (as of no later than one five Business Day Days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the ESPP; and (D) provide that no further Offering or purchase period shall commence pursuant to the ESPP after the date hereof. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Common Stock Shares in accordance with the terms of the ESPP. Immediately prior The Company, the Company Board or the Company Compensation Committee, as appropriate, shall adopt such resolutions as are necessary to and terminate the ESPP effective as of immediately prior to, and conditional upon the occurrence of, the Effective Time (but subject to the consummation of the Company Merger), the Company will terminate the ESPPTime.

ESPP. As soon as reasonably practicable following the date hereofof this Agreement (but in any event prior to the Effective Time), the Company shall take all actions (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof shall adopt resolutions to provide that each individual participating in an Offering (as defined in the Company Compensation Committee and, if appropriate, amending the terms of the ESPP) in progress that may be necessary or required under the ESPP and applicable Law to ensure that, (A) except for the Final Offering, no offering period shall be authorized or commenced on or after the date hereof shall not be permitted to of this Agreement; (iB) increase his or her payroll contribution rate pursuant to participants in the ESPP from may not increase deductions under the rate in effect as of the date hereof; (ii) ESPP or otherwise make separate non-payroll contributions to the ESPP on or following ESPP, in each case, after the date hereof, except as of this Agreement and (C) no new participants may be required by applicable law; or (iii) commence participating in any new Offering that begins following the date hereof. No individual who is not a current participant in the ESPP with respect to any current Offering as of the date hereof shall be allowed to commence begin participation in the ESPP following after the date hereofof this Agreement. Prior to the Effective Time, the Company shall take all actions that may be necessary to, effective upon the consummation of the Merger, (Ax) cause any Offering the Final Offering, to the extent that it would otherwise be outstanding at the Effective Time Time, to terminate be terminated no later than five days Business Days prior to the date on which the Effective Time occurs; (By) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering, but otherwise treat any shortened the Final Offering as a fully effective and completed Offering “Offering” for all purposes pursuant to the ESPP; and (Cz) cause the exercise (as of no later than one five Business Day Days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the ESPP; and (D) provide that no further Offering or purchase period shall commence pursuant to the ESPP after the date hereof. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Common Stock Shares in accordance with the terms of the ESPP. Immediately prior The Company, the Company Board or the Company Compensation Committee, as appropriate, shall adopt such resolutions as are necessary to and terminate the ESPP effective as of immediately prior to, and conditional upon the occurrence of, the Effective Time (but subject to the consummation of the Company Merger), the Company will terminate the ESPPTime.