definiens: ( as defined in theCompany ESPP ) then outstanding with respect to such Plan Period, the Company Board shall, prior to such Effective Time, take such actions as are necessary to provide that all outstanding Options shall be cancelled as of the Closing Date, providedthat notice of such cancellation shall be given to each holder of an Option, and to the extent that such holder does not elect towithdraw his or her participation in the Company ESPP prior to the Effective Time, then such Option shall be deemed to havebeen exercised in full on the Closing Date based on payroll deductions then credited to his or her account as of a datedetermined by the Company Board, which date shall not be less than ten ( 10 ) days preceding the Closing Date . The CompanyBoard shall terminate the Company ESPP prior to the Effective Time . No new shall commence after the date ofthis Agreement . As used in this Agreement, means the Company ’s Restated 1999 Employee Stock PurchasePlan