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between 1% and 15% of his or her compensation, but will not exceed $25,000 on an annual basis. At the end of each plan period, unless the participating employee has withdrawn from the
ESPP, the option will be exercised by applying the employee's accumulated payroll deductions to the purchase of Common Stock. The exercise price paid by the employee will be the lower of 85% of the
fair market value of our common stock at (i) the commencement of the plan period and (ii) the end of the plan period.
An employee may withdraw from participation in an offering up to two weeks prior to the plan period termination date and permanently
draw out the balance accumulated in his or her account. In such case, the employee's option for the plan period he or she is withdrawing from will be automatically terminated. A participant's
withdrawal from a plan period will not have any effect upon his or her eligibility to participate in a succeeding plan period or in any similar plan which we may adopt. If a participant's employment
ends prior to a plan period termination date for any reason, including retirement or death, the contributions credited to his or her account will be returned to him or her or, in the case of his or
her death, to his or her designated beneficiaries, and his or her option will be automatically terminated.
Our employees and those of a participating subsidiary are eligible to participate in the ESPP if we employ them for at least
20 hours per week and more than five months per year. However, no employee shall be granted an option under the ESPP if, immediately after the grant, the employee would own stock, including any
outstanding options to purchase stock, equaling 5% or more of the total voting power or value of all classes of our stock. In addition, the ESPP provides
that no employee may be granted an option if the option would permit the employee to purchase stock under all of our employee stock purchase plans in an amount that exceeds $25,000 of the fair market
value of such stock for each calendar year in which the option is outstanding.
In the event of any change in the outstanding shares of common stock as a result of a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to the shares of common stock, an appropriate and proportionate adjustment will be made
in (i) the maximum numbers and kinds of shares subject to the ESPP, (ii) the numbers and kinds of shares or other securities subject to the then outstanding options, and (iii) the
exercise price for each share or other unit of any other securities subject to then outstanding options.
In the event of our dissolution or liquidation, the plan period then in progress will terminate unless otherwise provided by the
compensation committee. In the event of another significant corporate transaction such as a merger or consolidation of us with and into another person or entity or the sale or transfer of all or
substantially all of our assets, each right to purchase stock under the ESPP may be assumed, or an equivalent right substituted by, the successor corporation or a parent or subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume each purchase right or to substitute an equivalent right, any ongoing offering period will be shortened so that employees'
rights to purchase stock under the ESPP are exercised prior to the transaction, unless the employee has withdrawn.
Our board of directors has the power to amend or terminate the ESPP and to change or terminate plan periods as long as any such action
does not adversely affect any outstanding rights to purchase stock; provided, however, that the board of directors may amend or terminate the ESPP or a plan period even if it would adversely affect
outstanding options in order to avoid our incurring adverseaccounting charges or if the board of directors determines that termination of the ESPP and/or plan period is in our best interest