Shares that may be issued under our Amended ESPP may be authorized but unissued shares or
reacquired shares.
Participation. Eligible employees may elect to participate in an option period under our Amended ESPP in
the manner and within the time periods established by the Board. A participant who holds an option under our Amended ESPP may at any time prior to exercise cancel all (but not less than all) of his or her option by written notice to the Company.
Upon cancellation, the balance of the participants account under our Amended ESPP will be returned to the participant.
Option
Periods. Unless otherwise determined by the Board, option periods under our Amended ESPP will be approximately six months in duration and commence on the first business day of January and July of each year and end on the last business day
of June and December of each year, respectively.
Options. Subject to the limitations in our Amended ESPP, on the
first day of each option period, participating employees will be granted an option to purchase no more than 20,000 shares of our common stock. On the last day of each option period, each employee who is a participant in our Amended ESPP will be
deemed to have exercised the option granted to him or her for the option period.
Purchase Price. The purchase price
of each share issued pursuant to the exercise of an option under our Amended ESPP on an exercise date will be 85% of the lesser of (i) the closing price of a share on the date the option is granted (or, if no closing price is reported for that
date, the closing price on the immediately preceding date on which a closing price was reported) and (ii) the closing price of a share on the exercise date (or, if no closing price is reported for that date, the closing price on the immediately
preceding date on which a closing price was reported).
Transfer Restrictions. Options granted under our Amended ESPP during
the participants lifetime will be exercisable only by such participant and may not be sold, pledged, assigned or transferred in any manner.
Adjustments. In the event of any change in the outstanding stock of the Company by reason of a stock dividend, split-up, recapitalization, merger, consolidation, reorganization, or other capital change, the aggregate number and type of shares available under our Amended ESPP, the number and type of shares under options
granted but not exercised, the maximum number and type of shares purchasable under an option, and the option price will be appropriately adjusted; provided that no adjustment will be made unless the Company is satisfied that it will not constitute a
modification of rights granted under our Amended ESPP or otherwise disqualify our Amended ESPP as an employee stock purchase plan under Section 423 of the Code.
Certain Transactions. In the event of a sale of all or substantially all of our stock or assets, or a merger or similar transaction in
which the Company does not survive or which results in the acquisition of the Company by another person, the Board will (i) if the Company is merged with or acquired by another corporation, provide that each outstanding option will be assumed
or that a substitute option will be granted by the acquirer, the successor or one of their parents or subsidiaries, (ii) cancel each option and return the balances in participants accounts under our Amended ESPP to participants, or
(iii) end the option period on or before the date of the proposed sale or merger.
Term. Our ESPP, without giving effect to
the ESPP Amendment, became effective on June 30, 2019, the date our ESPP was approved by the Board, and no rights shall be granted thereunder after the tenth anniversary of such date of Board approval. Our Amended ESPP will become effective
upon stockholder approval of this Proposal 2.
Amendment and Termination. The Board may at any time amend our Amended ESPP
to the extent, and in any manner, it may deem advisable, subject to stockholder approval if the amendment would be treated as the adoption of a new plan for purposes of Section 423 of the Code. The Board may suspend or terminate our
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