EX-4.5





 Exhibit 4.5 

BIGCOMMERCE HOLDINGS, INC. 

2020 EMPLOYEE STOCK PURCHASE PLAN 












 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
	 1.
	 	 Establishment, Purpose and Term of Plan
	  	 	1	 
				
	 	 	1.1	  	Establishment	  	1	 
				
	 	 	1.2	  	Purpose	  	1	 
				
	 	 	1.3	  	Term of Plan	  	1	 
			
	 2.
	 	 Definitions and Construction
	  	 	1	 
				
	 	 	2.1	  	Definitions	  	1	 
				
	 	 	2.2	  	Construction	  	5	 
			
	 3.
	 	 Administration
	  	 	6	 
				
	 	 	3.1	  	Administration by the Committee	  	6	 
				
	 	 	3.2	  	Authority of Officers	  	6	 
				
	 	 	3.3	  	Power to Adopt Sub-Plans	  	6	 
				
	 	 	3.4	  	Power to Vary Terms with Respect to Non-U.S. Employees	  	6	 
				
	 	 	3.5	  	Power to Establish Separate Offerings with Varying Terms	  	6	 
				
	 	 	3.6	  	Policies and Procedures Established by the Company	  	7	 
				
	 	 	3.7	  	Indemnification	  	7	 
			
	 4.
	 	 Shares Subject to Plan
	  	 	7	 
				
	 	 	4.1	  	Maximum Number of Shares Issuable	  	7	 
				
	 	 	4.2	  	Annual Increase in Maximum Number of Shares Issuable	  	8	 
				
	 	 	4.3	  	Adjustments for Changes in Capital Structure	  	8	 
			
	 5.
	 	 Eligibility
	  	 	9	 
				
	 	 	5.1	  	Employees Eligible to Participate	  	9	 
				
	 	 	5.2	  	Exclusion of Certain Stockholders	  	9	 
				
	 	 	5.3	  	Determination by Company	  	9	 
			
	 6.
	 	 Offerings
	  	 	10	 
				
	 	 	6.1	  	Offering Periods	  	10	 
				
	 	 	6.2	  	Non-United States Offerings	  	10	 
			
	 7.
	 	 Participation in the Plan
	  	 	10	 
				
	 	 	7.1	  	Initial Participation	  	10	 
				
	 	 	7.2	  	Continued Participation	  	11	 
			
	 8.
	 	 Right to Purchase Shares
	  	 	11	 
				
		 	 8.1
	  	 Grant of Purchase Right
	  	 	11	 
				
		 	 8.2
	  	 Calendar Year Purchase Limitation
	  	 	11	 
				
		 		  		  			


  
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 TABLE OF CONTENTS 

(continued) 
  

									
	 	 	 	  	 	  	Page	 
	 9.
	 	 Purchase Price
	  	 	11	 
			
	 10.
	 	 Accumulation of Purchase Price through Payroll Deduction
	  	 	12	 
				
	 	 	10.1	  	Amount of Payroll Deductions	  	12	 
				
	 	 	10.2	  	Commencement of Payroll Deductions	  	12	 
				
	 	 	10.3	  	Election to Decrease or Stop Payroll Deductions	  	12	 
				
	 	 	10.4	  	Election to Increase Payroll Deductions for Subsequent Offering	  	12	 
				
	 	 	10.5	  	Administrative Suspension of Payroll Deductions	  	13	 
				
	 	 	10.6	  	Participant Accounts	  	13	 
				
	 	 	10.7	  	No Interest Paid	  	13	 
				
	 	 	10.8	  	Voluntary Withdrawal from Plan Account	  	13	 
			
	 11.
	 	 Purchase of Shares
	  	 	14	 
				
	 	 	11.1	  	Exercise of Purchase Right	  	14	 
				
	 	 	11.2	  	Pro Rata Allocation of Shares	  	14	 
				
	 	 	11.3	  	Delivery of Title to Shares	  	14	 
				
	 	 	11.4	  	Return of Plan Account Balance	  	15	 
				
	 	 	11.5	  	Tax Withholding	  	15	 
				
	 	 	11.6	  	Expiration of Purchase Right	  	15	 
				
	 	 	11.7	  	Provision of Reports and Stockholder Information to Participants	  	15	 
			
	 12.
	 	 Withdrawal from Plan
	  	 	15	 
				
	 	 	12.1	  	Voluntary Withdrawal from the Plan	  	15	 
				
	 	 	12.2	  	Return of Plan Account Balance	  	16	 
			
	 13.
	 	 Termination of Employment or Eligibility
	  	 	16	 
			
	 14.
	 	 Effect of Change in Control on Purchase Rights
	  	 	16	 
			
	 15.
	 	 Nontransferability of Purchase Rights
	  	 	17	 
			
	 16.
	 	 Compliance with Applicable Law
	  	 	17	 
			
	 17.
	 	 Rights as a Stockholder and Employee
	  	 	17	 
			
	 18.
	 	 Notification of Disposition of Shares
	  	 	18	 
			
	 19.
	 	 Legends
	  	 	18	 


  
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 TABLE OF CONTENTS 

(continued) 
  


									
	 	 	 	  	 	  	Page	 
	 20.
	 	 Designation of Beneficiary
	  	 	18	 
				
		 	 20.1
	  	 Designation Procedure
	  	 
	18
	 

				
	 	 	20.2	  	Absence of Beneficiary Designation	  	19	 
			
	 21.
	 	 Notices
	  	 	19	 
			
	 22.
	 	 Amendment or Termination of the Plan
	  	 	19	 
			
	 23.
	 	 No Representations with Respect to Tax Qualification
	  	 	19	 
			
	 24.
	 	 Choice of Law
	  	 	20	 


  
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 BigCommerce Holdings, Inc. 

2020 Employee Stock Purchase Plan 
  

	 	1.	 ESTABLISHMENT, PURPOSE AND TERM
OF PLAN. 


 1.1    Establishment. The BigCommerce
Holdings, Inc. 2020 Employee Stock Purchase Plan is hereby established effective as of the effective date of the initial registration by the Company of its Stock under Section 12 of the Securities Exchange Act of 1934, as amended (the
“Effective Date”). 
 1.2    Purpose. The purpose of the Plan is to advance
the interests of the Company and its stockholders by providing an incentive to attract, retain and reward Eligible Employees of the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the
Participating Company Group. The Plan provides Eligible Employees with an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The Plan is comprised of the Section 423 Plan and the Non-423 Plan. The Company intends that the Section 423 Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments or replacements of such section),
and the Section 423 Plan shall be so construed. The Non-423 Plan, which is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, is intended to provide
Eligible Employees employed by Participating Companies outside the United States with an opportunity to purchase shares of Stock pursuant to the terms and conditions of the Plan but not necessarily in compliance with the requirements of
Section 423 of the Code. 
 1.3    Term of Plan. The Plan shall continue in effect until its termination by
the Committee. 
  

	 	2.	 DEFINITIONS AND CONSTRUCTION. 



2.1    Definitions. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the
Code shall have the same definition herein. Whenever used herein, the following terms shall have their respective meanings set forth below: 

(a)    “Board” means the Board of Directors of the Company. 

(b)    “Change in Control” means the occurrence of any one or a combination of the
following: 
 (i)    any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty
percent (50%) of the total Fair Market Value or total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of Directors; provided, however, that a Change in Control shall not be deemed to
have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition by any person who on the Effective Date is the beneficial owner of more than fifty 












 
percent (50%) of such voting power, (B) any acquisition directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities,
(C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (E) any acquisition by an entity owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of the voting securities of the Company; or 

(ii)    an Ownership Change Event or series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%)
of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(r)(iii), the entity to which the assets of the
Company were transferred (the “Transferee”), as the case may be; or 
 (iii)    a
date specified by the Committee following approval by the stockholders of a plan of complete liquidation or dissolution of the Company; 
 provided,
however, that a Change in Control shall be deemed not to include a transaction described in subsections (i) or (ii) of this Section 2.1(b) in which a majority of the members of the board of directors of the continuing, surviving or
successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent Directors. 
 For purposes of the
preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the
case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall determine whether multiple events described in subsections (i), (ii) and (iii) of this Section 2.1(b) are related
and to be treated in the aggregate as a single Change in Control, and its determination shall be final, binding and conclusive. 

(c)    “Code” means the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder. 
 (d)    “Committee” means the
Compensation Committee and such other committee or subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the
Board then authorized or properly constituted to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. 

(e)    “Company” means BigCommerce Holdings, Inc., a Delaware corporation, or any
successor corporation thereto. 
 (f)    “Compensation” means, with respect to
any Offering Period, a Participant’s regular base rate of pay. 

  
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 (g)    “Eligible Employee” means
an Employee who meets the requirements set forth in Section 5 for eligibility to participate in the Plan. 

(h)    “Employee” means a person treated as an employee of a Participating Company,
and, with respect to the Section 423 Plan, a person who is an employee for purposes of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either upon an actual termination of employment or upon the
corporation employing the Participant ceasing to be a Participating Company. For purposes of the Section 423 Plan, an individual shall not be deemed to have ceased to be an Employee while on any military leave, sick leave, or other bona fide
leave of absence approved by the Company of ninety (90) days or less. For purposes of the Section 423 Plan, if an individual’s leave of absence exceeds ninety (90) days, the individual shall be deemed to have ceased to be an
Employee on the ninety-first (91st) day of such leave unless the individual’s right to reemployment with the Participating Company Group is guaranteed either by statute or by contract. The foregoing rules regarding leaves of absence shall apply
equally for purposes of the Non-423 Plan, except as otherwise required by applicable Local Law. 

(i)    “Fair Market Value” means, as of any date: 

(i)    If, on such date, the Stock is listed or quoted on a national or regional securities exchange or quotation system,
the closing price of a share of Stock as quoted on the national or regional securities exchange or quotation system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company
deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or quotation system, the date on which the Fair Market Value is established shall be the last day on which the Stock was so traded
or quoted prior to the relevant date, or such other appropriate day as determined by the Committee, in its discretion. 

(ii)    If, on the relevant date, the Stock is not then listed on a national or regional securities exchange or quotation
system, the Fair Market Value of a share of Stock shall be as determined in good faith by the Committee. 

(j)    “Incumbent Director” means a director who either (i) is a member of the
Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was
elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company). 

(k)    “Local Law” means the applicable laws of the
non-United States jurisdiction governing the participation in the Plan of an Eligible Employee. 

(l)    “Non-423 Plan” means that component
of the Plan which is not intended to be an “employee stock purchase plan” under Section 423 of the Code and need not necessarily comply with the requirements of Section 423 of the Code. 

(m)    “Non-United States Offering” means
either (i) an Offering under the Section 423 Plan covering Eligible Employees employed by a Participating Company outside the United States, provided that the terms of such Offering comply with the requirements of


  
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Section 423 of the Code, including such variations in terms of Purchase Rights as permitted by Section 3.4; or (ii) an Offering under the
Non-423 Plan covering Eligible Employees of one or more Participating Companies outside the United States, the terms of which need not comply with the requirements of Section 423 of the Code. 

(n)    “Offering” means an offering of Stock pursuant to the Plan, as provided in
Section 6. 
 (o)    “Offering Date” means, for any Offering Period, the
first day of such Offering Period. 
 (p)    “Offering Period” means a period,
established by the Committee in accordance with Section 6.1, during which an Offering is outstanding. 

(q)    “Officer” means any person designated by the Board as an officer of the
Company. 
 (r)    “Ownership Change Event” means the occurrence of any of the
following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the
total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer
of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company). 

(s)    “Parent Corporation” means any present or future “parent
corporation” of the Company, as defined in Section 424(e) of the Code. 

(t)    “Participant” means an Eligible Employee who has become a participant in an
Offering Period in accordance with Section 7 and remains a participant in accordance with the Plan. 

(u)    “Participating Company” means the Company and any Parent Corporation or
Subsidiary Corporation designated by the Committee as a corporation the Employees of which may, if Eligible Employees, participate in the Plan. The Committee shall have the discretion to determine from time to time which Parent Corporations or
Subsidiary Corporations shall be Participating Companies. The Committee shall designate from time to time and set forth in Appendix A to this Plan those Participating Companies whose Eligible Employees may participate in the Section 423
Plan and those Participating Companies whose Eligible Employees may participate in the Non-423 Plan. 

(v)    “Participating Company Group” means, at any point in time, the Company and
all other corporations collectively which are then Participating Companies. 

(w)    “Plan” means this 2020 Employee Stock Purchase Plan of the Company, as
amended from time to time, comprised of the Section 423 Plan and the Non-423 Plan. 

  
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 (x)    “Purchase Date” means, for
any Offering Period, the last day of such Offering Period, or, if so determined by the Committee, the last day of each Purchase Period occurring within such Offering Period, on which outstanding Purchase Rights are exercised. 

(y)    “Purchase Period” means a period, established by the Committee in accordance
with Section 6.1 and included within an Offering Period, the final date of which is a Purchase Date. 

(z)    “Purchase Price” means the price at which a share of Stock may be purchased
under the Plan, as determined in accordance with Section 9. 
 (aa)    “Purchase
Right” means an option granted to a Participant pursuant to the Plan to purchase such shares of Stock as provided in Section 8, which the Participant may or may not exercise during the Offering Period in which such option is
outstanding. Such option arises from the right of a Participant to withdraw any payroll deductions or other funds accumulated on behalf of the Participant and not previously applied to the purchase of Stock under the Plan, and to terminate
participation in the Plan at any time during an Offering Period. 
 (bb)    “Registration
Date” means the effective date of the registration on Form S-8 of shares of Stock issuable pursuant to the Plan. 

(cc)    “Section 423 Plan” means that component of
the Plan which is intended to be an “employee stock purchase plan” under Section 423 of the Code. 

(dd)    “Securities Act” means the Securities Act of 1933, as amended. 

(ee)    “Stock” means the Common Stock of the Company, as adjusted from time to
time in accordance with Section 4.2. 
 (ff)    “Subscription Agreement”
means a written or electronic agreement, in such form as is specified by the Company, stating an Employee’s election to participate in the Plan and authorizing payroll deductions under the Plan from the Employee’s Compensation or other
method of payment authorized by the Committee pursuant to Section 11.1(b). 

(gg)    “Subscription Date” means the last business day prior to the Offering Date
of an Offering Period or such earlier date as the Company shall establish. 
 (hh)    “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 

2.2    Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning
or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless
the context clearly requires otherwise. 

  
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	 	3.	 ADMINISTRATION. 



3.1    Administration by the Committee. The Plan shall be administered by the Committee. All questions of
interpretation of the Plan, of any form of agreement or other document employed by the Company in the administration of the Plan, or of any Purchase Right shall be determined by the Committee, and such determinations shall be final, binding and
conclusive upon all persons having an interest in the Plan or the Purchase Right, unless fraudulent or made in bad faith. Subject to the provisions of the Plan, the Committee shall determine all of the relevant terms and conditions of Purchase
Rights; provided, however, that all Participants granted Purchase Rights pursuant to an Offering under the Section 423 Plan shall have the same rights and privileges within the meaning of Section 423(b)(5) of the Code, other than for such
variations in terms of Purchase Rights as permitted by Section 3.4. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or any agreement thereunder (other than
determining questions of interpretation pursuant to the second sentence of this Section 3.1) shall be final, binding and conclusive upon all persons having an interest therein. All expenses incurred in connection with the administration of the
Plan shall be paid by the Company. 
 3.2    Authority of Officers. Any Officer shall have the authority to act
on behalf of the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the Officer has apparent authority with respect to such matter,
right, obligation, determination or election. 
 3.3    Power to Adopt
Sub-Plans. The Committee shall have the power, in its discretion, to adopt one or more sub-plans of the Plan as the Committee deems necessary or desirable to comply
with the laws or regulations, tax policy, accounting principles or custom of foreign jurisdictions applicable to employees of a subsidiary business entity of the Company, provided that any such sub-plan shall
be within the scope of the Non-423 Plan. Any of the provisions of any such sub-plan may supersede the provisions of this Plan, other than Section 4. Except as
superseded by the provisions of a sub-plan, the provisions of this Plan shall govern such sub-plan. 

3.4    Power to Vary Terms with Respect to Non-U.S. Employees. In order to
comply with the laws of a foreign jurisdiction, the Committee shall have the power, in its discretion and as permitted by Section 423 of the Code, to grant Purchase Rights in an Offering under the Section 423 Plan to citizens or residents
of a non-U.S. jurisdiction (without regard to whether they are also citizens of the United States or resident aliens) that provide terms which are less favorable than the terms of Purchase Rights granted under
the same Offering to Employees resident in the United States. 
 3.5    Power to Establish Separate Offerings with
Varying Terms. The Committee shall have the power, in its discretion, to establish separate, simultaneous or overlapping Offerings having different terms and conditions and to designate the Participating Company or Companies that may participate
in a particular Offering, provided that each Offering under the Section 423 Plan shall individually comply with the terms of the Plan and the requirements of Section 423(b)(5) of the Code that all Participants granted Purchase Rights
pursuant to such Offering shall have the same rights and privileges within the meaning of such section, other than for such variations in terms of Purchase Rights as permitted by Section 3.4. 

  
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 3.6    Policies and Procedures Established by the Company.
Without regard to whether any Participant’s Purchase Right may be considered adversely affected, the Company may, from time to time, consistent with the Plan and the requirements of Section 423 of the Code in the case of the
Section 423 Plan, establish, change or terminate such rules, guidelines, policies, procedures, limitations, or adjustments as deemed advisable by the Company, in its discretion, for the proper administration of the Plan, including, without
limitation, (a) a minimum payroll deduction amount required for participation in an Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll deduction during an Offering, (c) an exchange ratio
applicable to amounts withheld or paid in a currency other than United States dollars, (d) a payroll deduction greater than or less than the amount designated by a Participant in order to adjust for the Company’s delay or mistake in
processing a Subscription Agreement or in otherwise effecting a Participant’s election under the Plan or as advisable to comply with the requirements of Section 423 of the Code, and (e) determination of the date and manner by which
the Fair Market Value of a share of Stock is determined for purposes of administration of the Plan. All such actions by the Company with respect to the Section 423 Plan shall be taken consistent with the requirements under
Section 423(b)(5) of the Code that all Participants granted Purchase Rights pursuant to an Offering shall have the same rights and privileges within the meaning of such section, except as otherwise permitted by Section 3.4 and the
regulations under Section 423 of the Code. 
 3.7    Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers or employees
of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or
any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within
sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 

 

	 	4.	 SHARES SUBJECT TO PLAN.



 4.1    Maximum Number of Shares Issuable. Subject to adjustment as provided in
Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan and the Section 423 Plan shall be 1,936,943 of the shares of Stock issued and outstanding on the Registration Date, and the maximum aggregate
number of shares of Stock that may be issued under the Non-423 Plan shall be 1,936,943 of the shares of Stock issued and 

  
 7 













 
outstanding on the Registration Date, less the aggregate number of shares of Stock issued under the Section 423 Plan. Shares issued under the Plan shall consist of authorized but unissued or
reacquired shares of Stock, or any combination thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, the shares of Stock allocable to the unexercised portion of that Purchase Right shall again be available
for issuance under the Plan. 
 4.2    Annual Increase in Maximum Number of Shares Issuable. Subject to
adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased automatically on January 1, 2021 and on each
subsequent January 1, through and including January 1, 2031, by a number of shares (the “Annual Increase”) equal to the smallest of (a) one percent (1%) of the number of shares of
Stock issued and outstanding on the immediately preceding December 31 or (b) an amount determined by the Board. 

4.3    Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the
Company and the requirements of Section 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off,
spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a
form other than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan,
any limit on the number of shares which may be purchased by any Participant during an Offering Period or Purchase Period (as described in Sections 8.1 and 8.2), the number of shares subject to each Purchase Right, and in the Purchase Price in
order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by
the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Purchase Rights are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event)
shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are for New Shares. In the event of any such amendment,
the number of shares subject to, and the exercise price per share of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional share resulting from an
adjustment pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the Purchase Price be decreased to an amount less than the par value, if any, of the stock subject to the Purchase Right. The adjustments
determined by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive. 

  
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	 	5.	 ELIGIBILITY. 



5.1    Employees Eligible to Participate. Each Employee of a Participating Company is eligible to participate in the
Plan and shall be deemed an Eligible Employee, except the following: 
 (a)    Any Employee who is customarily employed
by the Participating Company Group for twenty (20) hours or less per week; 
 (b)    Any Employee who is
customarily employed by the Participating Company Group for not more than five (5) months in any calendar year; or 

(c)    Any Employee that has not met been customarily employed by the Participating Company Group for at least six months
or such other service requirement period designated by the Committee, in its sole discretion, pursuant to Section 423(b)(4)(A) of the Code (not to exceed two years). 

Further provided that any exclusion in clause (c) will be applied in an identical manner to all Participants of each Offering under the Section 423
Plan, in accordance with U.S. Treasury Regulation Section 1.423-2(e). 
 An Eligible Employee shall be eligible
to participate in the Section 423 Plan or the Non-423 Plan in accordance with the designation in Appendix A of the Employee’s employer as either a Section 423 Plan Participating Company
or a Non-423 Plan Participating Company. Notwithstanding the foregoing, an Employee of a Participating Company designated in Appendix A as a Section 423 Plan Participating
Company who is a citizen or resident of a non-United States jurisdiction (without regard to whether the Employee is also a citizen of the United States or a resident alien) may be excluded from participation
in the Section 423 Plan or an Offering thereunder if either (i) the grant of a Purchase Right under the Section 423 Plan or Offering to a citizen or resident of the foreign jurisdiction is prohibited under the Local Law of such
jurisdiction or (ii) compliance with the Local Law of such jurisdiction would cause the Section 423 Plan or Offering to violate the requirements of Section 423 of the Code. For purposes of participation in the Non-423 Plan, Eligible Employees shall include any other Employees of the applicable Non-423 Plan Participating Company to the extent that applicable Local Law requires
participation in the Plan to be extended to such Employees, as determined by the Company. 
 5.2    Exclusion of
Certain Stockholders. Notwithstanding any provision of the Plan to the contrary, no Employee shall be treated as an Eligible Employee and granted a Purchase Right under the Section 423 Plan if, immediately after such grant, the Employee
would own, or hold options to purchase, stock of the Company or of any Parent Corporation or Subsidiary Corporation possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of such corporation, as
determined in accordance with Section 423(b)(3) of the Code. For purposes of this Section 5.2, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such Employee. 

5.3    Determination by Company. The Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee or an Eligible Employee and the effective date of such individual’s attainment or termination of such status, as the case may be. For purposes of an individual’s
participation in or other rights, if any, under the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such
rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee. 

  
 9 














	 	6.	 OFFERINGS. 



6.1    Offering Periods. The Plan shall be implemented by sequential Offerings of approximately six
(6) months’ duration or such other duration as the Committee shall determine. Offering Periods shall commence and end on the dates determined by the Committee in its sole and absolute discretion. Notwithstanding the foregoing, the
Committee may establish additional or alternative concurrent, sequential or overlapping Offering Periods, a different duration for one or more Offering Periods or different commencing or ending dates for such Offering Periods; provided, however,
that no Offering Period may have a duration exceeding twenty-seven (27) months. If the Committee shall so determine in its discretion, each Offering Period may consist of two (2) or more consecutive Purchase Periods having such duration as
the Committee shall specify, and the last day of each such Purchase Period shall be a Purchase Date. If the first or last day of an Offering Period or a Purchase Period is not a day on which the principal stock exchange or quotation system on which
the Stock is then listed is open for trading, the Company shall specify the trading day that will be deemed the first or last day, as the case may be, of the Offering Period or Purchase Period. 

6.2    Non-United States Offerings. The Committee shall communicate to the
Employees eligible to participate in a Non-United States Offering (whether pursuant to the Section 423 Plan or the Non-423 Plan) those terms of the Non-United States Offering that differ from the terms otherwise applicable to the relevant Offering covering Eligible Employees employed by a Participating Company within the United States under the Section 423
Plan a reasonable period of time prior to the Subscription Date for such Non-United States Offering. 
  

	 	7.	 PARTICIPATION IN THE PLAN.



 7.1    Initial Participation. 

(a)    Generally. An Eligible Employee may become a Participant in an Offering Period by delivering a properly
completed written or electronic Subscription Agreement to the Company office or representative designated by the Company (including a third-party administrator designated by the Company) not later than the close of business on the Subscription Date
established by the Company for that Offering Period. An Eligible Employee who does not deliver a properly completed Subscription Agreement in the manner permitted or required on or before the Subscription Date for an Offering Period shall not
participate in the Plan for that Offering Period or for any subsequent Offering Period unless the Eligible Employee subsequently delivers a properly completed Subscription Agreement to the appropriate Company office or representative on or before
the Subscription Date for such subsequent Offering Period. An Employee who becomes an Eligible Employee after the Offering Date of an Offering Period shall not be eligible to participate in that Offering Period but may participate in any subsequent
Offering Period provided the Employee is still an Eligible Employee as of the Offering Date of such subsequent Offering Period. 

  
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 7.2    Continued Participation. 

(a)    Generally. A Participant shall automatically participate in the next Offering Period commencing immediately
after the final Purchase Date of each Offering Period in which the Participant participates provided that the Participant remains an Eligible Employee on the Offering Date of the new Offering Period and has not either (a) withdrawn from the
Plan pursuant to Section 12.1, or (b) terminated employment or otherwise ceased to be an Eligible Employee as provided in Section 13. A Participant who may automatically participate in a subsequent Offering Period, as provided in this
Section, is not required to deliver any additional Subscription Agreement for the subsequent Offering Period in order to continue participation in the Plan. However, a Participant may deliver a new Subscription Agreement for a subsequent Offering
Period in accordance with the procedures set forth in Section 7.1(a) if the Participant desires to change any of the elections contained in the Participant’s then effective Subscription Agreement. 

 

	 	8.	 RIGHT TO PURCHASE SHARES.



 8.1    Grant of Purchase Right. Except as provided below, on the Offering Date of each
Offering Period, each Participant in such Offering Period shall be granted automatically a Purchase Right consisting of an option to purchase that number of whole shares of Stock determined by dividing the Dollar Limit (determined as provided below)
by the Fair Market Value of a share of Stock on such Offering Date. The Committee may, in its discretion and prior to the Offering Date of any Offering Period, (i) change the method of, or any of the foregoing factors in, determining the number
of shares of Stock subject to Purchase Rights to be granted on such Offering Date, or (ii) specify a maximum aggregate number of shares that may be purchased by all Participants in an Offering or on any Purchase Date within an Offering Period.
No Purchase Right shall be granted on an Offering Date to any person who is not, on such Offering Date, an Eligible Employee. For the purposes of this Section, the “Dollar Limit” shall be determined by
multiplying $2,083.33 by the number of months (rounded to the nearest whole month) in the Offering Period and rounding to the nearest whole dollar. 

8.2    Calendar Year Purchase Limitation. Notwithstanding any provision of the Plan to the contrary, no Participant
(whether participating in the Section 423 Plan or the Non-423 Plan) shall be granted a Purchase Right which permits his or her right to purchase shares of Stock under the Plan to accrue at a rate which,
when aggregated with such Participant’s rights to purchase shares under all other employee stock purchase plans of a Participating Company intended to meet the requirements of Section 423 of the Code, exceeds Twenty-Five Thousand Dollars
($25,000) in Fair Market Value (or such other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any time. For purposes of the preceding sentence, the Fair Market Value of shares
purchased during a given Offering Period shall be determined as of the Offering Date for such Offering Period. The limitation described in this Section shall be applied in conformance with Section 423(b)(8) of the Code or any successor thereto
and the regulations thereunder. 
  

	 	9.	 PURCHASE PRICE. 



The Purchase Price at which each share of Stock may be acquired in an Offering Period upon the exercise of all or any portion of a Purchase
Right shall be established by the Committee; provided, however, that the Purchase Price on each Purchase Date shall not be less 

  
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than eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period or
(b) the Fair Market Value of a share of Stock on the Purchase Date. Subject to adjustment as provided by the Plan and unless otherwise provided by the Committee, the Purchase Price for each Offering Period shall be eighty five percent (85%) of
the average of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period and (b) the Fair Market Value of a share of Stock on the Purchase Date. 

 

	 	10.	 ACCUMULATION OF PURCHASE PRICE
THROUGH PAYROLL DEDUCTION. 


 Except as provided in
Section 11.1(b) with respect to a Non-United States Offering or except as otherwise provided by the Committee in connection with an Offering under the Non-423 Plan,
shares of Stock acquired pursuant to the exercise of all or any portion of a Purchase Right may be paid for only by means of payroll deductions from the Participant’s Compensation accumulated during the Offering Period for which such Purchase
Right was granted, subject to the following: 
 10.1    Amount of Payroll Deductions. Except as otherwise
provided herein, the amount to be deducted under the Plan from a Participant’s Compensation on each pay day during an Offering Period shall be determined by the Participant’s Subscription Agreement. The Subscription Agreement shall set
forth the percentage of the Participant’s Compensation to be deducted on each pay day during an Offering Period in whole percentages of not less than one percent (1%) (except as a result of an election pursuant to Section 10.3 to stop
payroll deductions effective following the first pay day during an Offering) or more than fifteen percent (15%). The Committee may change the foregoing limits on payroll deductions effective as of any Offering Date. 

10.2    Commencement of Payroll Deductions. Payroll deductions shall commence on the first pay day occurring on or
following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided herein. 

10.3    Election to Decrease or Stop Payroll Deductions. During an Offering Period, a Participant may elect to
decrease the rate of or to stop (but not to increase) deductions from his or her Compensation by delivering to the Company office or representative designated by the Company (including a third-party administrator designated by the Company) an
amended Subscription Agreement authorizing such change on or before the “Change Notice Date.” The “Change Notice Date” shall be a date prior to the beginning of the first pay period for which such
election is to be effective as established by the Company from time to time and announced to the Participants. A Participant who elects, effective following the first pay day of an Offering Period, to decrease the rate of his or her payroll
deductions to zero percent (0%) shall nevertheless remain a Participant in such Offering Period unless the Participant withdraws from the Plan as provided in Section 12.1. 

10.4    Election to Increase Payroll Deductions for Subsequent Offering. Prior to the Offering Date of any Offering
Period, an Eligible Employee may elect to increase the rate of deductions from Compensation (not in excess of the limit set forth in Section 10.1) effective with the next Offering Period by delivering to the Company office or representative
designated by the Company (including a third-party administrator designated by the Company) an amended Subscription Agreement authorizing such change on or before the Change Notice Date prior to the commencement of such new Offering Period. 

  
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 10.5    Administrative Suspension of Payroll Deductions. The
Company may, in its discretion, suspend a Participant’s payroll deductions under the Plan as the Company deems advisable to avoid accumulating payroll deductions in excess of the amount that could reasonably be anticipated to purchase the
maximum number of shares of Stock permitted (a) under the Participant’s Purchase Right, or (b) during a calendar year under the limit set forth in Section 8.2. Unless the Participant has either withdrawn from the Plan as provided
in Section 12.1 or has ceased to be an Eligible Employee, suspended payroll deductions shall be resumed at the rate specified in the Participant’s then effective Subscription Agreement either (i) at the beginning of the next Offering
Period if the reason for suspension was clause (a) in the preceding sentence, or (ii) at the beginning of the next Offering Period having a first Purchase Date that falls within the subsequent calendar year if the reason for suspension was
clause (b) in the preceding sentence. 
 10.6    Participant Accounts. Individual bookkeeping accounts shall
be maintained for each Participant. All payroll deductions from a Participant’s Compensation (and other amounts received from a non-United States Participant pursuant to Section 11.1(b) or pursuant
to an Offering under the Non-423 Plan) shall be credited to such Participant’s Plan account and shall be deposited with the general funds of the Company (except as otherwise required by Local Law in
connecting with an Offering under the Non-423 Plan). All such amounts received or held by the Company may be used by the Company for any corporate purpose. 

10.7    No Interest Paid. Interest shall not be paid on sums deducted from a Participant’s Compensation
pursuant to the Plan or otherwise credited to the Participant’s Plan account (except as otherwise required by Local Law in connection with an Offering under the Non-423 Plan). 

10.8    Voluntary Withdrawal from Plan Account. A Participant may withdraw all or any portion of the payroll
deductions credited to his or her Plan account and not previously applied toward the purchase of Stock by delivering to the Company a written notice on a form provided by the Company for such purpose. A Participant who withdraws the entire remaining
balance credited to his or her Plan account shall be deemed to have withdrawn from the Plan in accordance with Section 12.1. Amounts withdrawn shall be returned to the Participant as soon as practicable after the withdrawal and may not be
applied to the purchase of shares in any Offering under the Plan. The Company may from time to time establish or change limitations on the frequency of withdrawals permitted under this Section, establish a minimum dollar amount that must be retained
in the Participant’s Plan account, or terminate the withdrawal right provided by this Section. 

  
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	 	11.	 PURCHASE OF SHARES. 



11.1    Exercise of Purchase Right. 

(a)    Generally. Except as provided in Section 11.1(b), on each Purchase Date of an Offering Period, each
Participant who has not withdrawn from the Plan and whose participation in the Offering has not otherwise terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant’s Purchase Right the number
of whole shares of Stock determined by dividing (a) the total amount of the Participant’s payroll deductions accumulated in the Participant’s Plan account during the Offering Period and not previously applied toward the purchase of
Stock by (b) the Purchase Price. However, in no event shall the number of shares purchased by the Participant during an Offering Period exceed the number of shares subject to the Participant’s Purchase Right. No shares of Stock shall be
purchased on a Purchase Date on behalf of a Participant whose participation in the Offering or the Plan has terminated before such Purchase Date. 

(b)    Purchase by Non-United States Participants for Whom Payroll Deductions
Are Prohibited by Applicable Law. Notwithstanding Section 11.1(a), where payroll deductions on behalf of Participants who are citizens or residents of countries other than the United States (without regard to whether they are also citizens
of the United States or resident aliens) are prohibited or made impracticable by applicable Local Law, the Committee may establish a separate Offering (a “Non-United States
Offering”) covering all Eligible Employees of one or more Participating Companies subject to such prohibition or restrictions on payroll deductions. The Non-United States Offering shall
provide another method for payment of the Purchase Price with such terms and conditions as shall be administratively convenient and comply with applicable Local Law. On each Purchase Date of the Offering Period applicable to a Non-United States Offering, each Participant who has not withdrawn from the Plan and whose participation in such Offering Period has not otherwise terminated before such Purchase Date shall automatically acquire
pursuant to the exercise of the Participant’s Purchase Right a number of whole shares of Stock determined in accordance with Section 11.1(a) to the extent of the total amount of the Participant’s Plan account balance accumulated
during the Offering Period in accordance with the method established by the Committee and not previously applied toward the purchase of Stock. However, in no event shall the number of shares purchased by a Participant during such Offering Period
exceed the number of shares subject to the Participant’s Purchase Right. The Company shall refund to a Participant in a Non-United States Offering in accordance with Section 11.4 any excess Purchase
Price payment received from such Participant. 
 11.2    Pro Rata Allocation of Shares. If the number of shares
of Stock which might be purchased by all Participants on a Purchase Date exceeds the number of shares of Stock remaining available for issuance under the Plan or the maximum aggregate number of shares of Stock that may be purchased on such Purchase
Date pursuant to a limit established by the Committee pursuant to Section 8.1, the Company shall make a pro rata allocation of the shares available in as uniform a manner as practicable and as the Company determines to be equitable. Any
fractional share resulting from such pro rata allocation to any Participant shall be disregarded. 
 11.3    Delivery
of Title to Shares. Subject to any governing rules or regulations, as soon as practicable after each Purchase Date, the Company shall issue or cause to be issued to or for the benefit of each Participant the shares of Stock acquired by the
Participant on such Purchase Date by means of one or more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant,


  
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(b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such shares of
Stock to the Participant in certificate form. 
 11.4    Return of Plan Account Balance. Any cash balance
remaining in a Participant’s Plan account following any Purchase Date shall be refunded to the Participant as soon as practicable after such Purchase Date. However, if the cash balance to be returned to a Participant pursuant to the preceding
sentence is less than the amount that would have been necessary to purchase an additional whole share of Stock on such Purchase Date, the Company may retain the cash balance in the Participant’s Plan account to be applied toward the purchase of
shares of Stock in the subsequent Purchase Period or Offering Period. 
 11.5    Tax Withholding. At the time a
Participant’s Purchase Right is exercised, in whole or in part, or at the time a Participant disposes of some or all of the shares of Stock he or she acquires under the Plan, the Participant shall make adequate provision for the federal, state,
local and foreign taxes (including social insurance), if any, required to be withheld by any Participating Company upon exercise of the Purchase Right or upon such disposition of shares, respectively. A Participating Company may, but shall not be
obligated to, withhold from the Participant’s compensation the amount necessary to meet such withholding obligations. The Company or any other Participating Company shall have the right to take such other action as it determines to be necessary
or advisable to satisfy withholding obligations for such taxes. 
 11.6    Expiration of Purchase Right. Any
portion of a Participant’s Purchase Right remaining unexercised after the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of the Offering Period. 

11.7    Provision of Reports and Stockholder Information to Participants. Each Participant who has exercised all or
part of his or her Purchase Right shall receive, as soon as practicable after the Purchase Date, a report of such Participant’s Plan account setting forth the total amount credited to his or her Plan account prior to such exercise, the number
of shares of Stock purchased, the Purchase Price for such shares, the date of purchase and the cash balance, if any, remaining immediately after such purchase that is to be refunded or retained in the Participant’s Plan account pursuant to
Section 11.4. The report required by this Section may be delivered or made available in such form and by such means, including by electronic transmission, as the Company may determine. In addition, each Participant shall be provided information
concerning the Company equivalent to that information provided generally to the Company’s common stockholders. 
  

	 	12.	 WITHDRAWAL FROM PLAN. 



12.1    Voluntary Withdrawal from the Plan. A Participant may withdraw from the Plan by signing and delivering to
the Company office or representative designated by the Company (including a third-party administrator designated by the Company) a written or electronic notice of withdrawal on a form provided by the Company for this purpose. Such withdrawal may be
elected at any time prior to the end of an Offering Period; provided, however, that if a Participant withdraws from the Plan after a Purchase Date, the withdrawal shall not affect shares of Stock acquired by the Participant on such Purchase Date. A
Participant who 

  
 15 













 
voluntarily withdraws from the Plan is prohibited from resuming participation in the Plan in the same Offering from which he or she withdrew, but may participate in any subsequent Offering by
again satisfying the requirements of Sections 5 and 7.1. The Company may impose, from time to time, a requirement that the notice of withdrawal from the Plan be on file with the Company office or representative designated by the Company for a
reasonable period prior to the effectiveness of the Participant’s withdrawal. 
 12.2    Return of Plan Account
Balance. Upon a Participant’s voluntary withdrawal from the Plan pursuant to Section 12.1, the Participant’s accumulated Plan account balance which has not been applied toward the purchase of shares of Stock shall be refunded to
the Participant as soon as practicable after the withdrawal, without the payment of any interest (except as otherwise required by Local Law in connection with an Offering under the Non-423 Plan), and the
Participant’s interest in the Plan and the Offering shall terminate. Such amounts to be refunded in accordance with this Section may not be applied to any other Offering under the Plan. 

 

	 	13.	 TERMINATION OF EMPLOYMENT OR
ELIGIBILITY. 


 Upon a Participant’s ceasing, prior to a Purchase Date, to be an Employee of
the Participating Company Group for any reason, including retirement, disability or death, or upon the failure of a Participant to remain an Eligible Employee, the Participant’s participation in the Plan shall terminate immediately. In such
event, the Participant’s Plan account balance which has not been applied toward the purchase of shares of Stock shall, as soon as practicable, be returned to the Participant or, in the case of the Participant’s death, to the
Participant’s beneficiary designated in accordance with Section 20, if any, or legal representative, and all of the Participant’s rights under the Plan shall terminate. Interest shall not be paid on sums returned pursuant to this
Section 13 (except as otherwise required by Local Law in connection with an Offering under the Non-423 Plan). A Participant whose participation has been so terminated may again become eligible to
participate in the Plan by satisfying the requirements of Sections 5 and 7.1. 
  

	 	14.	 EFFECT OF CHANGE IN CONTROL
ON PURCHASE RIGHTS. 


 In the event of a Change in Control, the
surviving, continuing, successor, or purchasing corporation or parent thereof, as the case may be (the “Acquiring Corporation”), may, without the consent of any Participant, assume or continue the Company’s
rights and obligations under outstanding Purchase Rights or substitute substantially equivalent purchase rights for the Acquiring Corporation’s stock. If the Acquiring Corporation elects not to assume, continue or substitute for the outstanding
Purchase Rights, the Purchase Date of the then current Offering Period shall be accelerated to a date before the date of the Change in Control specified by the Committee, but the number of shares of Stock subject to outstanding Purchase Rights shall
not be adjusted. All Purchase Rights which are neither assumed or continued by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding
effective as of the date of the Change in Control. 

  
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	 	15.	 NONTRANSFERABILITY OF PURCHASE
RIGHTS. 


 Neither payroll deductions or other amounts credited to a Participant’s Plan account
nor a Participant’s Purchase Right may be assigned, transferred, pledged or otherwise disposed of in any manner other than as provided by the Plan or by will or the laws of descent and distribution. (A beneficiary designation pursuant to
Section 20 shall not be treated as a disposition for this purpose.) Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the
Plan as provided in Section 12.1. A Purchase Right shall be exercisable during the lifetime of the Participant only by the Participant. 
  

	 	16.	 COMPLIANCE WITH APPLICABLE LAW.



 The issuance of shares of Stock or other property under the Plan shall be subject to compliance with all
applicable requirements of federal, state and foreign securities law and other applicable laws, rules and regulations, and approvals by government agencies as may be required or as the Company deems necessary or advisable. A Purchase Right may not
be exercised if the issuance of shares upon such exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any securities exchange or market system upon which
the Stock may then be listed. In addition, no Purchase Right may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Purchase Right be in effect with respect to the shares issuable upon
exercise of the Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares
under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may
require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the
Company. 
  

	 	17.	 RIGHTS AS A STOCKHOLDER AND
EMPLOYEE. 


 A Participant shall have no rights as a stockholder by virtue of the Participant’s
participation in the Plan until the date of the issuance of the shares of Stock purchased pursuant to the exercise of the Participant’s Purchase Right (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2. Nothing herein shall confer upon
a Participant any right to continue in the employ of the Participating Company Group or interfere in any way with any right of any Participating Company to terminate the Participant’s employment at any time. 

  
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	 	18.	 NOTIFICATION OF DISPOSITION OF
SHARES. 


 The Company may require the Participant to give the Company prompt notice of any
disposition of shares of Stock acquired by exercise of a Purchase Right. The Company may require that until such time as a Participant disposes of shares of Stock acquired upon exercise of a Purchase Right, the Participant shall hold all such shares
in the Participant’s name until the later of two years after the date of grant of such Purchase Right or one year after the date of exercise of such Purchase Right. The Company may direct that the certificates evidencing shares of Stock
acquired by exercise of a Purchase Right refer to such requirement to give prompt notice of disposition. 
  

	 	19.	 LEGENDS. 



The Company may at any time place legends or other identifying symbols referencing any applicable federal, state or foreign securities law
restrictions or any provision convenient in the administration of the Plan on some or all of the certificates representing shares of Stock issued under the Plan. The Participant shall, at the request of the Company, promptly present to the Company
any and all certificates representing shares acquired pursuant to a Purchase Right in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such
certificates may include but shall not be limited to the following: 
 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE
CORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER AN EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY
THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE REGISTERED HOLDER HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE).” 

 

	 	20.	 DESIGNATION OF BENEFICIARY. 



20.1    Designation Procedure. Subject to applicable Local Law and procedures, a Participant may file a written
designation of a beneficiary who is to receive (a) shares and cash, if any, from the Participant’s Plan account if the Participant dies subsequent to a Purchase Date but prior to delivery to the Participant of such shares and cash, or
(b) cash, if any, from the Participant’s Plan account if the Participant dies prior to the exercise of the Participant’s Purchase Right. If a married Participant designates a beneficiary other than the Participant’s spouse, the
effectiveness of such designation may be subject to the consent of the Participant’s spouse. A Participant may change his or her beneficiary designation at any time by written notice to the Company. 

  
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 20.2    Absence of Beneficiary Designation. If a Participant dies
without an effective designation pursuant to Section 20.1 of a beneficiary who is living at the time of the Participant’s death, the Company shall deliver any shares or cash credited to the Participant’s Plan account to the
Participant’s legal representative or as otherwise required by applicable law. 
  

	 	21.	 NOTICES. 



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

	 	22.	 AMENDMENT OR TERMINATION OF
THE PLAN. 


 The Committee may at any time amend, suspend or terminate the Plan,
except that (a) no such amendment, suspension or termination shall affect Purchase Rights previously granted under the Plan unless expressly provided by the Committee, and (b) no such amendment, suspension or termination may adversely
affect a Purchase Right previously granted under the Plan without the consent of the Participant, except to the extent permitted by the Plan or as may be necessary to qualify the Section 423 Plan as an employee stock purchase plan pursuant to
Section 423 of the Code or to comply with any applicable law, regulation or rule. In addition, an amendment to the Plan must be approved by the stockholders of the Company within twelve (12) months of the adoption of such amendment if such
amendment would authorize the sale of more shares than are then authorized for issuance under the Plan or would change the definition of the corporations that may be designated by the Committee as Participating Companies. Notwithstanding the
foregoing, in the event that the Committee determines that continuation of the Plan or an Offering would result in unfavorable financial accounting consequences to the Company, the Committee may, in its discretion and without the consent of any
Participant, including with respect to an Offering Period then in progress: (i) terminate the Plan or any Offering Period, (ii) accelerate the Purchase Date of any Offering Period, (iii) reduce the discount or the method of
determining the Purchase Price in any Offering Period (e.g., by determining the Purchase Price solely on the basis of the Fair Market Value on the Purchase Date), (iv) reduce the maximum number of shares of Stock that may be purchased in
any Offering Period, or (v) take any combination of the foregoing actions. 
  

	 	23.	 NO REPRESENTATIONS WITH RESPECT
TO TAX QUALIFICATION. 


 Although the Company may endeavor to
(a) qualify Purchase Rights for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States (e.g., options granted under Section 423 of the Code) or (b) avoid adverse tax treatment
(e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, anything to the contrary in this Plan. The Company
shall be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan. 

  
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	 	24.	 CHOICE OF LAW. 



Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each
Subscription Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules. 
 IN WITNESS
WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the BigCommerce Holdings, Inc. 2020 Employee Stock Purchase Plan as duly adopted by the Board on July 23, 2020. 

 

	
	 /s/ Jeff Mengoli

	Jeff Mengoli, Secretary



  
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 APPENDIX A 

Participating Companies in Section 423 Plan 

BigCommerce Holdings, Inc. 
 Participating Companies in Non-423 Plan 












 APPENDIX B 

FORMS OF 
 ENROLLMENT/CHANGE
NOTICE/WITHDRAWAL FORM 
 AND 

SUBSCRIPTION AGREEMENT 












 BIGCOMMERCE HOLDINGS, INC. 

2020 EMPLOYEE STOCK PURCHASE PLAN (“ESPP”) 

ENROLLMENT/CHANGE NOTICE/WITHDRAWAL FORM 
  

							
	SECTION 1	  	 Action
	  	 Complete Sections:

	ACTION AUTHORIZED	  	☐	  	New Enrollment	  	2, 3, 9 and attached Subscription Agreement
	  	☐	  	Decrease Payroll Deduction Rate	  	2, 4, 9
		  	☐	  	Terminate Payroll Deductions Only	  	2, 5, 9
		  	☐	  	Withdraw from ESPP	  	2, 6, 9
		  	☐	  	Withdraw all of part of ESPP Account Balance	  	2, 7, 9
		  	☐	  	Add/Change Beneficiary Designation	  	2, 8, 9
	?

  

													
	SECTION 2	  	Name	  	        	  	 	  	 	  	 
	PARTICIPANT DATA	  		  	Last	  	First	  	MI	  	Dept.
	  	Home Address	  	 	  	 	  	 	  	 	  	
	  	Street
	  		  	            	  	 	  	 	  	 	  	
	  		  	City	  	State	  	Zip Code
		  	Social Security #	  	



	  	

  

							
	SECTION 3	  	Effective with the Offering Period Beginning:	  	I elect a Payroll Deduction Rate of _________ % of my Compensation* per pay period.
	NEW ENROLLMENT	  	☐	  	[____________]
	  	☐	  	[____________]
	  		  		  	* Must be a multiple of 1% up to a maximum of 15% of Compensation (as defined by the ESPP).

  

							
	 SECTION 4
	  	Effective with the 
Pay Period Beginning:	  		  	I elect a Payroll Deduction Rate of _________ % of my Compensation* per pay period.
	DECREASE 
PAYROLL DEDUCTIONS	  		  	Month, Day and Year	  	  
 * Must be a multiple of 1% up to a maximum of 15% of Compensation (as
defined by the ESPP).

	  	 NOTE: You may reduce your payroll deduction rate once per 6-month Offering Period to become effective as soon as possible following the filing of this change notice. You may subsequently increase your payroll deduction rate to become effective as of the start of any new 6-month Offering Period by submitting a New Enrollment and Subscription Agreement.


  

							
	 SECTION 5

TERMINATE PAYROLL DEDUCTIONS ONLY
	  	Effective with the 
Pay Period Beginning:	  		  	I elect to terminate my payroll deductions under the ESPP (i.e., reduce my payroll deduction rate to 0%) effective as soon as possible following the filing of this change notice. I understand that by making this
election, I will remain a participant in the current Offering Period and I will not receive a refund of my ESPP account balance, which will be applied to the purchase of shares on the next Purchase Date, unless I withdraw from the ESPP.
	  		  	Month, Day and Year
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	
		  		  		  	
		
		  	 NOTE: You may subsequently increase your payroll deduction rate to become
effective as of the start of any new 6-month Offering Period by submitting a New Enrollment and Subscription Agreement. However, if your employment terminates for any reason or you become ineligible to
participate in the ESPP, you will immediately cease to participate in the ESPP, and your ESPP account balance will automatically be refunded to you.


  

					
	 SECTION 6
  

VOLUNTARY WITHDRAWAL FROM ESPP
	  	I elect to terminate my payroll deductions under the ESPP effective as soon as possible following the filing of this change notice. I have indicated below whether I wish to immediately terminate my participation in the
ESPP and to have my accumulated ESPP account balance refunded to me as soon as practicable or to have my accumulated ESPP account balance applied to the purchase of shares on the next Purchase Date and immediately thereafter to terminate my
participation in the ESPP.
	  		 	
	  	☐	 	Immediately terminate my participation and refund my ESPP account balance
	  	OR
	  	☐	 	Purchase shares on the next Purchase Date and then terminate my participation
	  	NOTE:	 	By making this election, you will not participate in future Offering Periods unless you are eligible to participate in the ESPP and re-enroll by delivering a New Enrollment and Subscription
Agreement. If your employment terminates for any reason or you become ineligible to participate in the ESPP, you will immediately cease to participate in the ESPP, and your ESPP account balance will automatically be refunded to you.














			
	 SECTION 7
  

VOLUNTARY WITHDRAWAL FROM PLAN ACCOUNT
	  	 I elect to withdraw ___% of my ESPP account balance, which will be refunded as soon as possible following the filing of this change
notice.
  
 NOTE: If you choose to withdraw
100% of your ESPP account balance, you will be deemed to immediately terminate your participation in the ESPP. By making this election for 100% of your ESPP account balance, you will not participate in future Offering Periods unless you are eligible
to participate in the ESPP and re-enroll by delivering a New Enrollment and Subscription Agreement. If your employment terminates for any reason or you become ineligible to participate in the ESPP, you will
immediately cease to participate in the ESPP, and your ESPP account balance will automatically be refunded to you.


  

									
	 SECTION 8
  

DESIGNATION OF BENEFICIARY
	  	I request that any amounts payable to me under the ESPP following my death be paid to my Primary Beneficiary if he/she survives me. However, if my Primary Beneficiary does not survive me, I request that any such amounts
be paid to my Contingent Beneficiary if he/she survives me. If neither my Primary Beneficiary nor my Contingent Beneficiary survives me, I request that any such amounts be paid to my estate. If my designated beneficiary survives me but dies before
all such amounts are paid to such beneficiary, then such amounts shall be paid to the estate of such deceased designated beneficiary.
			
		  	PRIMARY BENEFICIARY:	  	
					
		  	                                      
      	  	                                      
          	  		  	                                      
                  
		  	Name	  	Relationship	  		  	Social Security No.
		  	          

		  	Street Address	  	City	  	State	  	Zip Code
			
		  	CONTINGENT BENEFICIARY:	  	
		  	                                      
      	  	                                      
          	  		  	                                      
                  
		  	Name	  	Relationship	  		  	Social Security No.
		  	              

		  	Street Address	  	City	  	State	  	Zip Code
		
		  	 NOTE: If you are married and your beneficiary is someone other than your spouse,
then your spouse must sign and date this form. If you are not married when you designate a beneficiary and you later become married, or if you later become married to a different person, the beneficiary designation previously made will be
automatically revoked. Amounts payable to you under the ESPP following your death will then be paid to your estate, unless you have completed a new beneficiary designation and it is consented to by your then spouse.

					
		  	CONSENT OF SPOUSE:	  		  		  	
		
		  	I am the spouse of the above named participant. I consent to the above designation of a Primary Beneficiary and Contingent Beneficiary, if any, other than me to receive payments due to my spouse under the ESPP.
		  	                                      
  	  	              

		  	Date	  	Signature of Participant’s Spouse
			
		  		  	
                 

		  		  	Name Printed
		
		  	PARTICIPANT DECLARATION:
		
		  	I acknowledge that any beneficiary designation I have made on this form revokes each prior beneficiary designation I have made with respect to amounts payable to me under the ESPP following my death. I further
acknowledge and agree that the determination of the Company as to which person, if any, qualifies as a designated beneficiary shall be final, conclusive and binding on all persons.
		  	                                      
  	  	              

		  	Date	  	Signature of Participant

  

					
	 SECTION 9
  

AUTHORIZATION
	  	I hereby authorize the specific action indicated above. I understand that my election is subject to the terms and conditions of the ESPP. I further understand that my election will remain in effect for the current and
subsequent Offering Periods unless and until I submit a new Enrollment/Change Notice/Withdrawal Form.
		  	                                      
  	  	
                 

		  	Date	  	Signature of Participant













 BIGCOMMERCE HOLDINGS, INC. 

2020 EMPLOYEE STOCK PURCHASE PLAN 

SUBSCRIPTION AGREEMENT 
 I
hereby elect to participate in the BigCommerce Holdings, Inc. 2020 Employee Stock Purchase Plan (“ESPP”) commencing with the Offering Period specified by my attached Enrollment/Change Notice/Withdrawal Form, and I hereby subscribe to
purchase shares of common stock of BigCommerce Holdings, Inc. (the “Company”) in accordance with the provisions of this Subscription Agreement and the ESPP. 

I hereby authorize payroll deductions from each of my paychecks following the commencement of my participation in the ESPP at the rate
specified in my attached Enrollment/Change Notice/Withdrawal Form. I understand that these payroll deductions will be accumulated for the purchase of shares of common stock of the Company at the applicable purchase price determined in accordance
with the ESPP and subject to certain restrictions described in the ESPP. I further understand that, except as otherwise set forth in the ESPP, I will automatically purchase shares on the last day of each Offering Period unless I withdraw from the
ESPP by giving written notice to the Company or unless my employment terminates or I become ineligible to participate in the ESPP. 
 I
further understand that I will automatically participate in each subsequent Offering Period that commences immediately after the last day of an Offering Period in which I am participating until I withdraw from the ESPP by giving written notice on a
new Enrollment/Change Notice/Withdrawal Form or my eligibility or employment terminates. 
 Unless otherwise determined by the Compensation
Committee of the Board of Directors, Offering Periods will each generally be approximately six months in duration and commence on or about the dates determined by the Compensation Committee of each year. My participation will automatically continue
in effect from one Offering Period to the next in accordance with my payroll deduction authorization, unless I change the rate of my payroll deductions, withdraw from the ESPP, cease to be an employee or become ineligible to participate in the ESPP.
I understand that I may reduce the rate of my payroll deductions on one occasion per Offering Period, and that I may increase my rate of payroll deductions to become effective at the beginning of any subsequent Offering Period by submitting a new
Enrollment Form and Subscription Agreement. 
 I understand that I may withdraw from the ESPP at any time prior to the last trading day of
an Offering Period and elect either to have the Company refund as soon as practicable all my accumulated payroll deductions not previously applied to the purchase of shares or to have such payroll deductions applied to the purchase of shares at the
end of such Offering Period and immediately thereafter to terminate my participation in the ESPP. I further understand that if I withdraw from the ESPP, I may not again participate in the same Offering Period. I may participate in any subsequent
Offering Period if am eligible to participate and submit a new Enrollment Form and Subscription Agreement making a timely election to participate in the ESPP. 

The Company will issue the shares I purchase under the ESPP after the end of each Offering Period. Generally, the shares will be deposited
directly in my Company-designated brokerage account. I hereby authorize withholding from my compensation in order to satisfy the foreign, federal, state and local tax withholding obligations, if any, which may arise upon my purchase of shares under
the ESPP and/or upon my disposition of shares I acquired under the ESPP. I agree that until I dispose of the shares, unless otherwise permitted by the Company, I will hold all shares I acquire under the ESPP in my name for at least two
(2) years after the first day of the Offering Period in which, and at least one (1) year after the Purchase Date on which, I acquired such shares. I further agree that I will promptly notify the Chief Financial Officer of the Company in
writing of any transfer of such shares prior to the end of the periods referred to in the preceding sentence. 
 I acknowledge that the
Company has the right, exercisable in its sole discretion, to amend, suspend or terminate the ESPP at any time without my consent to comply with any applicable law, regulation or rule. Further, I acknowledge that the Company may amend or terminate
my purchase rights without my consent to avoid unfavorable financial accounting consequences to the Company, as described in the ESPP. 
 I
am familiar with the provisions of the ESPP and hereby agree to participate in the ESPP subject to all of the provisions thereof. I understand that the effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in
the ESPP. 
  

			
	Date: ________________________	  	Signature:
                                         
                                         
                          
		  	Name Printed