EX-10.27





 Exhibit 10.27 

CHOBANI INC. 
 2021
EMPLOYEE STOCK PURCHASE PLAN 
 Effective as of
                , 2021 
  

	1.	 Purpose 



The purpose of this Chobani Inc. 2021 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. 
  

	2.	 Definitions. 



(a) “Administrator” means the Compensation Committee of the Board (or any successor committee) or such other committee
as designated by the Board to administer the Plan under Section 14. 
 (b) “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any foreign country or jurisdiction where options are, or will be, granted under the Plan. 
 (c)
“Board” means the Board of Directors of the Company. 
 (d) “Code” means the Internal Revenue
Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder. 
 (e) “Common Stock”
means the Class A common stock of the Company, $0.001 par value per share. 
 (f) “Company” means Chobani Inc.,
a Delaware public benefit corporation, and any successor corporation. 
 (g) “Compensation” means an Eligible
Employee’s base salary or base hourly rate of pay before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, but
excluding commissions, overtime, incentive compensation, bonuses and other forms of compensation. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for an Offering
Period. 
 (h) “Contributions” means the payroll deductions and any other additional payments that the Administrator
may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan. 
 (i) “Designated
Subsidiary” means any Subsidiary that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. 












 (j) “Eligible Employee” means any person, including an officer, who
is employed by the Company or a Designated Subsidiary. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company.
“Eligible Employee” shall not include any person who is a citizen or resident of a foreign jurisdiction if granting them an option under the Plan would violate the law of such jurisdiction. 

(k) “Employer” means the Company and each Designated Subsidiary. 

(l) “Enrollment Date” means the first Trading Day of each Offering Period. 

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder. 
 (n) “Exercise Date” means the last Trading Day of each Offering Period. 

(o) “Fair Market Value” means as of any date, the value of the Common Stock determined as follows: (i) if the
Common Stock is listed on any established stock exchange, system or market, its Fair Market Value shall be the closing price for the Common Stock as quoted on such exchange, system or market as reported in the Wall Street Journal or such other
source as the Administrator deems reliable (or, if no sale of Common Stock is reported for such date, on the next preceding date on which any sale shall have been reported); and (ii) in the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the Administrator. 
 (p) “New Exercise Date”
means a new Exercise Date if the Administrator shortens any Offering Period then in progress. 
 (q) “Offering” means
an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms
of which need not be identical) in which Eligible Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to
each Offering. The terms of each Offering need not be identical. 
 (r) “Offering Periods” means the periods
established by the Administrator (not to exceed 27 months) during which an option granted pursuant to the Plan may be exercised. The duration and timing of Offering Periods may be changed pursuant to Sections 4, 18 and 19. The
first Offering Period shall commence on the date determined by the Administrator and shall run for such length determined by the Administrator. 

(s) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code. 
 (t) “Participant” means an Eligible Employee who elects to participate in the
Plan. 

  
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 (u) “Purchase Period” means the period during an Offering Period
during which shares of Common Stock may be purchased on a Participant’s behalf in accordance with the terms of the Plan. Each Purchase Period will be determined by the Administrator. 

(v) “Purchase Price” means an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment
Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator subject to compliance with Applicable Law or pursuant to
Section 18. 
 (w) “Subsidiary” means a “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the Code. 
 (x) “Trading Day” means a day on which the
national stock exchange upon which the Common Stock is listed is open for trading or, if the Common Stock is not listed on an national stock exchange, a business day as determined by the Administrator in good faith. 

(y) “Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or
Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or
regulation. 
  

	3.	 Eligibility. 



(a) Offering Periods. Any Eligible Employee on a given Enrollment Date will be eligible to participate in the Plan if he or she was
employed by the Company for such minimum number of days immediately preceding the Enrollment Date as specified by the Administrator, subject to the requirements of Section 5. 

(b) Non-U.S. Employees. Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from
participation in the Plan or an Offering, as determined by the Administrator. In addition, as provided in Section 14, the Administrator may establish one or more sub-plans of the Plan to provide benefits to employees of
Designated Subsidiaries located outside the United States in a manner that complies with local law. Any such sub-plan will be a component of the Plan and will not be a separate plan. 

 

	4.	 Offering Periods 



The Plan will be implemented by consecutive Offering Periods with new Offering Periods commencing at such times as determined by the Administrator. The
Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) without stockholder approval. 

  
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	5.	 Participation 



(a) An Eligible Employee may participate in the Plan by (i) submitting to the Company’s People Team (or its delegate), on or before a
date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose, or (ii) following an electronic or
other enrollment procedure determined by the Administrator. 
 (b) An Eligible Employee may also participate in any cashless participation
program that is potentially offered by the Company under the Plan, which shall be effective only for the Offering Periods determined by the Administrator on the terms and conditions established for such cashless participation program as determined
by the Administrator. Under any such cashless participation program, Participants who are not executive officers of the Company may utilize loans from the Company or a Designated Subsidiary as Contributions to fund the purchase of options to
purchase shares during an applicable Offering Period, with shares of Common Stock acquired on the Exercise Date for such Offering Period used to repay such loan. 
  

	6.	 Contributions 



(a) At the time a Participant enrolls in the Plan pursuant to Section 5, such Participant will elect to have payroll
deductions made on each pay day or other Contributions (to the extent permitted by the Administrator) made during the Offering Period in an amount equal to at least 1% but not exceeding 10% of the Compensation (or such other whole percentage of
Compensation as determined by the Administrator in its sole discretion), which he or she receives on each pay day during the Offering Period; provided, however, that should a pay day occur on an Exercise Date, a Participant will have any payroll
deductions made on such day applied to his or her notional account under the subsequent Purchase Period or Offering Period. The minimum permissible projected Contribution by any Participant for an Offering Period shall be $100 (or such other dollar
amount as determined by the Administrator in its sole discretion). The Administrator, in its sole discretion, may permit all Participants in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means set
forth in the subscription agreement prior to each Exercise Date of each Purchase Period. A Participant’s subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in
Section 10. 
 (b) Payroll deductions for a Participant will commence on the first pay day following the Enrollment
Date and will end on the last pay day prior to the Exercise Date of such Purchase Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10; provided, however,
that with respect to the first Offering Period, payroll deduction for a Participant will not commence until such time as determined by the Administrator. 

(c) All Contributions made for a Participant will be credited to his or her notional account under the Plan and payroll deductions will be made
in whole percentages only. Except to the extent permitted by the Administrator pursuant to Section 6(a), a Participant may not make any additional payments into such notional account. 

(d) A Participant may discontinue his or her participation in the Plan as provided in Section 10. Participants shall
not be permitted to increase or to otherwise decrease their rates of Contributions during an Offering Period unless otherwise determined by the Administrator in its sole discretion. 

  
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 (e) At the time the option under the Plan is exercised, in whole or in part, or any other
time that a taxable event related to the Plan occurs, the Participant must make adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including taxes imposed by
jurisdictions outside of the United States, national insurance, social security or other tax withholding obligations, if any, which arise upon the exercise of the option or any other time that a taxable event related to the Plan occurs. At any time,
the Company or the Employer may, but will not be obligated to, (i) withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, (ii) withhold from the
proceeds of a sale of Common Stock, (iii) withhold a portion of the shares of Common Stock that would otherwise be issued to the Participant upon exercise, or (iv) any other method of withholding the Company or the Employer deems
appropriate. 
  

	7.	 Grant of Option 



On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated prior to such Exercise Date and retained in the
Eligible Employee’s notional account as of the Exercise Date by the applicable Purchase Price; provided, however, that in no event will an Eligible Employee be permitted to purchase during each Purchase Period more than shares of Common Stock
(subject to any adjustment pursuant to Section 18); provided, further, that such purchase will be subject to the limitations set forth in Section 13. The Eligible Employee may accept the grant of such
option by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of
shares of Common Stock that an Eligible Employee may purchase during each Purchase Period of an Offering Period. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to
Section 10. The option will expire on the last day of the Offering Period. 
  

	8.	 Exercise of Option 



(a) Unless a Participant withdraws from the Plan as provided in Section 10, such Participant’s option for the
purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated
Contributions from his or her notional account. No fractional shares of Common Stock will be purchased; unless determined by the Administrator, any Contributions accumulated in a Participant’s notional account that are not sufficient to
purchase a full share will be retained in the Participant’s notional account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10. Any other
funds left over in a Participant’s notional account after the Exercise Date will be rolled over to the Participant’s notional account for the next Offering Period. During a Participant’s lifetime, a Participant’s option to
purchase shares hereunder is exercisable only by him or her. 

  
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 (b) If the Administrator determines that, on a given Exercise Date, the number of shares of
Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of
shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on
such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise
Date, and continue all Offering Periods then in effect, or (y) provide that the Company will make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will
be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to
Section 19. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional
shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. 
  

	9.	 Delivery 



As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each
Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be
deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or
agent for a designated period of time. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered
to the Participant as provided in this Section 9. 
  

	10.	 Withdrawal 



A Participant may withdraw all, but not less than all, the Contributions credited to his or her notional account and not yet used to exercise his or her option
under the Plan at any time by (a) submitting to the Company’s People Team (or its delegate) a written notice of withdrawal in the form determined by the Administrator for such purpose, or (b) following an electronic or other
withdrawal procedure determined by the Administrator. All of the Participant’s Contributions credited to his or her notional account will be paid to such Participant as soon as reasonably practicable after receipt of notice of withdrawal and
such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions
will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5. 

  
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	11.	 Termination of Employment 



Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the
Contributions credited to such Participant’s notional account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15, and such Participant’s option will be automatically terminated; provided, however, that if a Participant ceases to be an Eligible Employee, for any reason, up to 30 days
prior to an Exercise Date, the Administrator may determine that Contributions credited to such Participant’s notional account during the Offering Period will be used to purchase shares of Common Stock on such Exercise Date and any Contributions
not so used will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15. 
  

	12.	 Interest 



No interest will accrue on the Contributions of a Participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so
required by the laws of a particular jurisdiction, shall apply to all Participants in the relevant Offering. 
  

	13.	 Stock 



(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18 hereof, the maximum
number of shares of Common Stock that will be made available for sale under the Plan will be (i) shares of Common Stock, plus (ii) any shares of Common Stock added as a result of the following sentence (collectively, the “Share
Pool”). The Share Pool will automatically increase on January 1 of each year beginning in 2022 and ending with a final increase on January 1, 2031 in an amount equal to % of the total number of shares of Common Stock
outstanding on the preceding December 31; provided, however, that the Administrator may provide that there will be no January 1 increase in the Share Pool for any such year or that the increase in the Share Pool for any such year will be a
smaller number of shares of Common Stock than would otherwise occur pursuant to this sentence. 
 (b) Until the shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive
dividends or any other rights as a stockholder will exist with respect to such shares. 
 (c) Shares of Common Stock to be delivered to a
Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse. 
  

	14.	 Administration 



The Plan shall be administered by the Administrator. The Board shall fill vacancies on, and from time to time may remove or add members to, the Administrator.
Any power of the Administrator may also be exercised by the Board. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to
determine eligibility, to adjudicate all disputed claims filed under the Plan and 

  
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to establish such procedures that it deems necessary for the administration of the Plan (including to adopt such procedures and sub-plans as are necessary or appropriate to permit the
participation in the Plan by employees who are foreign nationals or employed outside the United States, the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of
Section 13(a), but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the employees
eligible to participate in each sub-plan will participate in a separate Offering. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the
definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest,
conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. With respect to any Offering
Period, the Administrator is authorized to implement a cashless participation program on terms and conditions as it determines in its sole discretion. The Administrator also is authorized to determine that the terms of an option granted under the
Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering to employees resident solely in the United
States. The Administrator hereby delegates to and designates the Chief People and Culture Officer of the Company (or such other officer with similar authority), and to his or her delegates or designates, the authority to assist the Administrator in
the day-to-day administration of the Plan. The Administrator may also delegate some or all of its responsibilities to one or more other persons (which may include
Company personnel) and, to the extent there has been any such delegation, any reference in the Plan to the Administrator shall include the delegate of the Administrator. Every finding, decision and determination made by the Administrator will, to
the full extent permitted by Applicable Laws, be final and binding upon all parties. 
  

	15.	 Designation of Beneficiary 



(a) If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and
cash, if any, from the Participant’s notional account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and
cash. In addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s notional account under the Plan in the event of such Participant’s death prior to
exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective. 

(b) Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. In the
event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company will deliver such shares and/or cash to the executor or administrator
of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or
relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 

  
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 (c) All beneficiary designations will be in such form and manner as the Administrator may
designate from time to time. Notwithstanding Sections 15(a) and 15(b), the Company and/or the Administrator may decide not to permit such designations by Participants in non-U.S. jurisdictions.

  

	16.	 Transferability 



Neither Contributions credited to a Participant’s notional account nor any rights with regard to the exercise of an option or to receive shares of Common
Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15) by the Participant. Any such attempt at
assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof. 

 

	17.	 Use of Funds 



The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such
Contributions except under Offerings in which applicable local law requires that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party for
Participants in non-U.S. jurisdictions. Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares. 

 

	18.	 Adjustments, Dissolution, Liquidation, Merger or Other Corporate Transaction 



(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or
other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock
covered by each option under the Plan that has not yet been exercised, and the numerical limits of Sections 7 and 13. 
 (b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each
Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on
the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10. 

  
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 (c) Merger or Other Corporate Transaction. In the event of a merger, sale or other
similar corporate transaction involving the Company, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur
before the date of the Company’s proposed merger, sale or other similar corporate transaction. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the
Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as
provided in Section 10. 
  

	19.	 Amendment or Termination 



(a) The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason.
If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner
than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 18). If
the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ notional accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon,
except as otherwise required under local laws, as further set forth in Section 12) as soon as administratively practicable. 

(b) Without stockholder consent and without limiting Section 19(a), the Administrator will be entitled to change the
Offering Periods or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than
U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with Contribution amounts, and establish such other limitations or procedures
as the Administrator determines in its sole discretion advisable that are consistent with the Plan. 
 (c) In the event the Administrator
determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or
eliminate such accounting consequence including, but not limited to: 
 (i) amending the Plan to conform with the safe harbor
definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time; 

  
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 (ii) altering the Purchase Price for any Offering Period or Purchase Period
including an Offering Period or Purchase Period underway at the time of the change in Purchase Price; 
 (iii) shortening any
Offering Period or Purchase Period by setting a New Exercise Date, including an Offering Period or Purchase Period underway at the time of the Administrator action; 

(iv) reducing the maximum percentage of Compensation a Participant may elect to set aside as Contributions; and 

(v) reducing the maximum number of shares of Common Stock a Participant may purchase during any Offering Period or Purchase
Period. 
 Such modifications or amendments will not require stockholder approval or the consent of any Participants. 

 

	20.	 Notices 



All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received
in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 
  

	21.	 Conditions Upon Issuance of Shares 



(a) Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of
such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance. 

(b) As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of Applicable Law. 
  

	22.	 Term of Plan 



The Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It will continue in
effect until terminated pursuant to Section 19. 

  
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	23.	 Governing Law 



This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and
applicable federal law. Any reference in this Plan or in any agreements or other documents hereunder to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or
applicability. 
  

	24.	 Severability 



If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant,
such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been
included. 
  

	25.	 Interpretation 



Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference and shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the
plural. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather
shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement,
instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan. 

  
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