**Exhibit 10.1**

PAIN THERAPEUTICS, INC. 

2000 EMPLOYEE STOCK PURCHASE PLAN 

(as amended and restated) 

Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with anopportunity to purchase Common Stock through accumulated payroll deductions. This Plan includes two components: a Code Section 423 Plan Component and a Non-423 Plan Component. The Company’s intention is to have the Code Section 423Plan Component qualify as an “employee stock purchase plan” under Section 423 of the Code, (although the Company makes no undertaking or representation to maintain such qualification). The provisions of the Code Section 423 PlanComponent, accordingly, will be construed so as to extend and limit participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of options underthe Non-423 Plan Component that do not qualify under Section 423 of the Code, pursuant to rules, procedures or sub-plans adopted by the Administrator that are designed to achieve tax, securities laws or other objectives for Eligible Employeesand/or the Company. Except as otherwise indicated, the Non-423 Plan Component will operate and be administered in the same manner as the Code Section 423 Plan Component. 

Definitions. 

“Administrator” means the Board or any Committee designated by the Board to administer the Plan pursuantto Section 14. 

“Applicable Laws” means the requirements relating to the administrationof 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 orjurisdiction where options are, or will be, granted under the Plan. 

“Board” means the Boardof Directors of the Company. 

“Change in Control” means the occurrence of any of thefollowing events: 

Change in Ownership of the Company. A change in the ownership of the Company which occurson the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power ofthe stock of the Company; or 

Change in Effective Control of the Company. If the Company has a class ofsecurities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12 month period by Directors whoseappointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, theacquisition of additional control of the Company by the same Person will not be considered a Change in Control; or 

Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantialportion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a totalgross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value meansthe value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

For purposes of this Section 2(d), persons will be considered to beacting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies asa change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may bepromulgated thereunder from time to time. 

Further and for the avoidance of doubt, a transaction will notconstitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by thepersons who held the Company’s securities immediately before such transaction. 

“Code”means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated undersuch section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 

“Code Section 423 Plan Component” means the component of this Plan that is intended to meet therequirements set forth in Section 423(b) of the Code, as amended. The provisions of the Code Section 423 Plan Component shall be construed, administered and enforced in accordance with Section 423(b). 

“Committee” means a committee of the Board appointed in accordance with Section 14 hereof.

“Common Stock” means the common stock of the Company. 

“Company” means Pain Therapeutics, Inc., a Delaware corporation, or any successor thereto. 

“Compensation” means shall mean all base straight time gross earnings but exclusive of payments forcommissions, overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation. 

“Designated Subsidiary” means any Subsidiary that has been designated by the Administrator from time totime in its sole discretion as eligible to participate in the Plan. The Administrator will determine whether employees of any Designated Subsidiary shall participate in the Code Section 423 Plan Component or the Non-423 Plan Component.

“Director” means a member of the Board. 

“Eligible Employee” means any individual who is a common law employee of the Company or a DesignatedSubsidiary and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer, other than an employee of a Designated Subsidiary under the Non-423 Plan Component, who, asof the Enrollment Date, resides in a country that has been excluded from participation in the Plan or who, as of the Enrollment Date, is otherwise determined ineligible for participation in the Non-423 Plan Component, at the discretion of theAdministrator. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves. Where the period of leave exceeds three(3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the commencementof such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date, determine (on a uniform and nondiscriminatory basis for employees who may participate inthe Code Section 423 Plan Component) that the definition of Eligible Employee will or will not include an individual if he or she: (i) customarily works not more than twenty (20) hours per week (or such lesser period of time as may bedetermined by the Administrator in its discretion) or (ii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion). Notwithstanding theforegoing, for options granted under the Non-423 Plan Component, Eligible Employee shall also mean any other employee of a Designated Subsidiary to the extent that local law requires participation in the Plan to be extended to such employee, asdetermined by the Administrator. 

“Employer” means the employer of the applicable EligibleEmployee(s). 

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended, including the rulesand regulations promulgated thereunder. 

“Exercise Date” means the last Trading Day of eachPurchase Period. 

“Fair Market Value” means, as of any date and unless the Administratordetermines otherwise, the value of Common Stock determined as follows: 

If the Common Stock is listed on anyestablished stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing salesprice for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination (or on the last preceding Trading Day if the date of determination is not a Trading Day), as reported in The WallStreet Journal or such other source as the Administrator deems reliable; 

If the Common Stock is regularlyquoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or on the last preceding Trading Day ifthe date of determination is not a Trading Day), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 

In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in goodfaith by the Administrator. 

“New Exercise Date” means a new Exercise Date if theAdministrator shortens any Offering Period then in progress. 

“Non-423 Plan Component” meansa component of this Plan that is not intended to meet the requirements set forth in Section 423(b) of the Code, as amended. 

“Offering Periods” means the periods of approximately twenty-four (24) monthsduring which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or afterMay 1st andNovember 1st of each year and terminating on thefirst Trading Day on or after the May 1st andNovember 1st Offering Period commencement dateapproximately twenty-four (24) months later. The duration and timing of Offering Periods may be changed pursuant to Sections 4 and 20. 

“Parent” means a “parent corporation,” whether now or hereafter existing, as defined inSection 424(e) of the Code. 

“Participant” means an Eligible Employee that participatesin the Plan. 

“Plan” means this Pain Therapeutics, Inc. 2000 Employee Stock Purchase Plan, asamended and restated, which includes a Code Section 423 Plan Component and a Non-423 Plan Component. 

“Purchase Period” means the approximately six (6) month period commencing after one Exercise Dateand ending with the next Exercise Date, except that the first Purchase Period of any Offering Period will commence on the Enrollment Date and end with the next Exercise Date. 

“Purchase Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value of ashare 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 Section 423 ofthe Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule) or pursuant to Section 20. 

“Subsidiary” means a “subsidiary corporation,”whether now or hereafter existing, as defined in Section 424(f) of the Code. 

“TradingDay” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading. 

Eligibility. 

Offering Periods. Any Eligible Employee on a given Enrollment Date will be eligible to participate in the Plan,subject to the requirements of Section 5. 

Limitations. Any provisions of the Plan to the contrarynotwithstanding, no Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuantto Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting poweror value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 ofthe Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for eachcalendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder. 

Offering Periods. The Plan will be implemented by consecutive, overlapping Offering Periodswith a new Offering Period commencing on the first Trading Day on or afterMay 1st andNovember 1st each year, or on such other date as theAdministrator will determine. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced priorto the scheduled beginning of the first Offering Period to be affected thereafter. 

Participation. AnEligible Employee may participate in the Plan by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properlycompleted subscription agreement authorizing payroll deductions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure determined by the Administrator. 

Payroll Deductions. 

At the time a Participant enrolls in the Plan pursuant to Section 5, he or she will elect to have payrolldeductions made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation, which he or she receives on each pay day during the Offering Period; provided, however, that should a pay day occuron an Exercise Date, a Participant will have the payroll deductions made on such day applied to his or her account under the subsequent Purchase Period or Offering Period, as the case may be. A Participant’s subscription agreement will remainin effect for successive Offering Periods unless terminated as provided in Section 10 hereof. 

Payrolldeductions 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 Offering Period to which such authorization is applicable, unless sooner terminated bythe Participant as provided in Section 10 hereof. 

All payroll deductions made for a Participant will becredited to his or her account under the Plan and will be withheld in whole percentages only. A Participant may not make any additional payments into such account. 

A Participant may discontinue his or her participation in the Plan asprovided in Section 0, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by (i) properly completing and submitting to the Company’s stock administration office (or its designee), on or beforea date determined by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in payroll deduction rate in the form provided by the Administrator for such purpose, or (ii) following anelectronic or other procedure prescribed by the Administrator; provided, however, that a Participant may only make one payroll deduction change during each month of the Offering Period. If a Participant has not followed such procedures to change therate of payroll deductions, the rate of his or her payroll deductions will continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 0). The Administrator may, in itssole discretion, limit the nature and/or number of payroll deduction rate changes that may be made by Participants during any Offering Period, and may establish such other conditions or limitations as it deems appropriate for Plan administration.Any change in payroll deduction rate made pursuant to this Section 0 will be effective as of the first full payroll period following five (5) business days after the date on which the change is made by the Participant (unless the Administrator,in its sole discretion, elects to process a given change in payroll deduction rate more quickly). 

Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code andSection 3(b), a Participant’s payroll deductions may be decreased to zero percent (0%) at any time during a Purchase Period. Subject to Section 423(b)(8) of the Code and Section 3(b) hereof, payroll deductions will recommence atthe rate originally elected by the Participant effective as of the beginning of the first Purchase Period scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10. 

Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Eligible Employees toparticipate in the Plan via cash contributions instead of payroll deductions if (i) payroll deductions are not permitted under applicable local law, and (ii) the Eligible Employee is participating in the Non-423 Plan Component or theAdministrator determines that cash contributions are permissible under Section 423 of the Code. 

At thetime the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s or Employer’s federal, state, or anyother 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 thedisposition of the Common Stock. At any time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholdingobligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee. In addition, the Company or theEmployer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding the Company or the Employer deems appropriate. 

Grant of Option. On the Enrollment Date of each Offering Period, each Eligible Employee participating in suchOffering 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 payrolldeductions accumulated prior to such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase duringeach Purchase Period more than 7,500 shares of the Company’s Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase will be subject to the limitations set forth in Sections 3(b) and 13. TheEligible Employee may accept the grant of such option with respect to an Offering Period by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase ordecrease, 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 theParticipant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period. 

Exercise of Option. 

Unless a Participant withdraws from the Plan as provided in Section 0, his or her option for the purchase of shares ofCommon 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 payroll deductions from his or her account. No fractionalshares of Common Stock will be purchased; any payroll deductions accumulated in a Participant’s account, which are not sufficient to purchase a full share will be retained in the Participant’s account for the subsequent Purchase Period orOffering Period, subject to earlier withdrawal by the Participant as provided in Section 0. Any other funds left over in a Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime,a Participant’s option to purchase shares hereunder is exercisable only by him or her. 

If theAdministrator 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 onthe 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 willmake 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 equitableamong 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 onsuch 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 ExerciseDate, and terminate any or all Offering Periods then in effect pursuant to Section 20. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the precedingsentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. 

Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stockoccurs, the Company will arrange the delivery to each Participant 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. TheCompany 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 requirethat shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or otherstockholder 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. 

Withdrawal. 

A Participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yetused to exercise his or her option under the Plan at any time by (i) submitting to the Company’s stock administration office (or its designee) a written notice of withdrawal in the form determined by the Administrator for such purpose, or(ii) following an electronic or other withdrawal procedure determined by the Administrator. All of the Participant’s payroll deductions credited to his or her account will be paid to such Participant promptly after receipt of notice ofwithdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an OfferingPeriod, payroll deductions 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. 

A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility toparticipate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws. 

Termination of Employment. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or shewill be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to suchParticipant 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. 

Interest. No interest will accrue on the payroll deductions of aparticipant in the Plan, except as may be required by applicable law, as determined by the Company, for Participants in the Non-423 Plan Component (or the Code Section 423 Plan Component if permitted under Code Section 423). 

Stock. 

Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximumnumber of shares of Common Stock that will be made available for sale under the Plan will be 500,000 shares of Common Stock. 

Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorizedtransfer 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.

Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of theParticipant or in the name of the Participant and his or her spouse. 

Administration. The Plan will beadministered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms ofthe Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.Notwithstanding any provision to the contrary in this Plan, the Administrator may adopt rules or procedures relating to the operation and administration of the Non-423 Plan Component to accommodate the specific requirements of local laws andprocedures for jurisdictions outside of the United States. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition ofCompensation, handling of payroll deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll deductions, 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 local requirements. Further, the Administrator isauthorized to adopt sub-plans applicable to particular Designated Subsidiaries or locations under the Non-423 Plan Component. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception ofSection 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. 

Designation of Beneficiary. 

If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares ofCommon Stock and cash, if any, from the Participant’s 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 sharesand 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 account under the Plan in the event of such Participant’s death prior toexercise 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. 

Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by theAdministrator. 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 theexecutor 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 oneor 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. 

All beneficiary designations will be in such form and manner as the Administrator may designate from time to time.

Transferability. Neither payroll deductions credited to aParticipant’s 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 descentand distribution or as provided in Section 15 hereof) 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 fundsfrom an Offering Period in accordance with Section 10 hereof. 

Use of Funds. The Company may useall payroll deductions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such payroll deductions unless otherwise required under local law, as determined by the Administrator (inwhich case, the affected options will be granted under the Non-423 Plan Component, if necessary). Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares. 

Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will begiven to participating Eligible Employees at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any. 

Adjustments, Dissolution, Liquidation, Merger or Change in Control. 

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 otherchange 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 suchmanner 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 beenexercised, and the numerical limits of Sections 7 and 13. 

Dissolution or Liquidation. In the event ofthe 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, at least ten (10) business daysprior 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 suchdate the Participant has withdrawn from the Offering Period as provided in Section 10 hereof. 

Mergeror Change in Control. In the event of a merger or Change in Control, 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 eventthat 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 ExerciseDate will occur before the date of the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing prior to the New Exercise Date, that the Exercise Date for the Participant’s option has beenchanged 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 hereof.

Amendment or Termination. 

The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any timeand 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 19). Ifthe Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except asotherwise required under local laws, as further set forth in Section 12 hereof) as soon as administratively practicable. 

Without stockholder consent and without limiting Section 20(a), theAdministrator will be entitled to change the Offering Periods, 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 andadjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establishsuch other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan. 

In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financialaccounting 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: 

amending the Plan to conform with the safe harbor definition under FASB ASC Topic 718 – Stock Compensation,including with respect to an Offering Period underway at the time; 

altering the Purchase Price for anyOffering Period including an Offering Period underway at the time of the change in Purchase Price; 

shortening any Offering Period by setting a New Exercise Date, including an Offering Period underway at the time of theAdministrator action; 

reducing the maximum percentage of Compensation a Participant may elect to set asideas payroll deductions; and 

reducing the maximum number of Shares a Participant may purchase during anyOffering Period or Purchase Period. 

Such modifications or amendments will not require stockholder approval or the consent of any PlanParticipants. 

Notices. All notices or other communications by a Participant to the Company under or inconnection 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. 

Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless theexercise 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, without limitation, 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.

As a condition to the exercise of an option, the Company may require the person exercising such option torepresent 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 representationis required by any of the aforementioned applicable provisions of law. 

Code Section 409A. TheCode Section 423 Plan Component is exempt from the application of Code Section 409A. The Non-423 Plan Component is intended to be exempt from Code Section 409A under the short-term deferral exception and any ambiguities in the Planshall be construed and interpreted in accordance with such intent. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject toCode Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or takesuch other action 

the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under thePlan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company shall haveno liability to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by theAdministrator with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A. 

Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve(12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. 

Automatic Transfer to Low Price Offering Period. To the extent permitted by Applicable Laws, if the Fair MarketValue of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date of such Offering Period, then all participants in such Offering Period will be automaticallywithdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as of the first day thereof.