Exhibit 10.1

 

	
APPLE INC.
   EMPLOYEE STOCK PURCHASE PLAN

 

(As Amended and Restated as of March 10,   2015)
    
	
 
    
	
On November 13, 2014 (the   “Adoption Date”), the Board adopted this amended and restated Apple Inc.   Employee Stock Purchase Plan (the “Plan”), which shall govern all grants of   Options as to which Shares are to be delivered on or after the date of   shareholder approval of the Plan (the “Effective Date”).  For the terms and conditions of the Plan   applicable to Options as to which Shares were delivered prior to the   Effective Date, refer to the version of the Plan in effect as of the date   such Options were granted.
    


 

	
(1)
    	
Purpose of the Plan. The purpose of   the Plan is to encourage and enable Eligible Employees of the Company and   certain of its Subsidiaries to acquire proprietary interests in the Company   through the ownership of Shares. It is the intention of the Company to have   this Plan and the Options granted pursuant to this Plan satisfy the   requirements for “employee stock purchase plans” that are set forth under   Section 423 of the Code, although the Company makes no undertaking to,   nor representation that it will, maintain the qualified status of this Plan   or such Options. In addition, Options that do not satisfy the requirements   for “employee stock purchase plans” that are set forth under Section 423   of the Code may be granted under this Plan pursuant to the rules, procedures,   or sub-plans adopted by the Board for Eligible Employees.
    
	
 
    	
 
    
	
(2)
    	
Definitions. Unless otherwise   provided in the Plan, capitalized terms, when used herein, shall have the   following respective meanings:
    
	
 
    	
 
    	
 
    
	
 
    	
(a)
    	
“Account” shall mean a bookkeeping account established and maintained to record   the amount of funds accumulated pursuant to the Plan with respect to a   Participant for the purpose of purchasing Shares under this Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
“Administrator” shall mean the Board, the Compensation Committee of the Board, or any   other committee appointed by the Board.
    
	
 
    	
 
    	
 
    
	
 
    	
(c)
    	
“Applicable Laws” shall mean all applicable securities, tax and exchange control laws,   rules, regulations, and requirements, including, but not limited to, U.S.   state corporate laws, U.S. federal and state securities laws, the Code, the   rules of any stock exchange or quotation system on which the Shares are   listed or quoted and the applicable securities, tax and exchange control   laws, rules, regulations, and requirements of any other country or   jurisdiction where Options are granted under the Plan or where Eligible   Employees reside or provide services, as such laws, rules, regulations, and   requirements shall be in effect from time to time.
    


 

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(d)
    	
“Board” shall mean the Company’s Board of Directors.
    
	
 
    	
 
    	
 
    
	
 
    	
(e)
    	
“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, and   the regulations and interpretations promulgated thereunder.
    
	
 
    	
 
    	
 
    
	
 
    	
(f)
    	
“Common Stock” shall mean the Company’s common stock, $0.00001 par value per Share.
    
	
 
    	
 
    	
 
    
	
 
    	
(g)
    	
“Company” shall mean Apple Inc., a California corporation.
    
	
 
    	
 
    	
 
    
	
 
    	
(h)
    	
“Designated Subsidiaries” shall mean any Subsidiary designated by the Administrator from time   to time, in its sole discretion, whose employees may participate in the Plan,   if such employees otherwise qualify as Eligible Employees. The Administrator   may provide that the non-U.S. Eligible Employees of any Designated Subsidiary   shall only be eligible to participate in the Non-423(b) Offering.
    
	
 
    	
 
    	
 
    
	
 
    	
(i)
    	
“Eligible Compensation” shall mean and refer to the Participant’s cash compensation paid   through the Company’s or a Designated Subsidiary’s payroll system for   personal services actually rendered in the course of employment. Eligible   Compensation shall be limited to amounts received by the Participant during   the period he or she is participating in the Plan and includes salary and other   wages, amounts contributed by the Participant to any benefit plan maintained   by the Company or any Designated Subsidiary (including any 401(k) plan,   125 plan, or any other deferred compensation plan), overtime pay,   commissions, draws against commissions, shift premiums, sick pay, vacation pay, holiday pay, and shutdown   pay, except to the extent that the exclusion of any such item (or a sub-set   of any such item) is specifically directed by the Administrator for all   Eligible Employees. Notwithstanding the preceding, Eligible Compensation does   not include any incentive or other bonus payments (unless the inclusion of   any incentive or other bonus payment is specifically directed by the   Administrator for all Eligible Employees), remuneration paid in a form other   than cash, fringe benefits (including car allowances and relocation   payments), employee discounts, expense reimbursement or allowances, long-term   disability payments, workmen’s compensation payments, welfare benefits, and   any contributions that the Company or any Designated Subsidiary makes to any   benefit plan (including any 401(k) plan or any other welfare or   retirement plan).
    


 

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(j)
    	
“Eligible Employee” shall mean any natural person, including an officer, who is regularly   employed by the Company or any Designated Subsidiary.
    
	
 
    	
 
    	
 
    
	
 
    	
(k)
    	
“Enrollment Agreement” means the agreement(s) between the Company and an Eligible   Employee, in such written, electronic, or other format  and/or pursuant to such written,   electronic, or other process as may be established by the Administrator from   time to time, pursuant to which an Eligible Employee elects to participate in   this Plan or elects to make changes with respect to such participation as   permitted by this Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
(l)
    	
“Enrollment Period” shall mean that period of time prescribed by the Administrator, which   period shall conclude prior to the Offering Date, during which Eligible   Employees may elect to participate in an Offering Period. The duration and   timing of Enrollment Periods may be changed or modified by the Administrator   from time to time.
    
	
 
    	
 
    	
 
    
	
 
    	
(m)
    	
“Fair Market Value” shall mean, unless otherwise determined or provided by the   Administrator in the circumstances, the closing price (in regular trading)   for a Share of Common Stock on the NASDAQ Stock Market (the “Market”) for the   date in question or, if no sales of Common Stock were reported on the Market   on that date, the last price (in regular trading) for a Share of Common Stock   on the Market for the next preceding day on which sales of Common Stock were   reported on the Market. The Administrator may, however, provide with respect   to one or more Options that the Fair Market Value shall equal the last price   for a share of Common Stock on the Market on the last trading day preceding   the date in question or the average of the high and low trading prices of a   Share of Common Stock on the Market for the date in question or the most   recent trading day. If the Common Stock is no longer listed or is no longer   actively traded on the Market as of the applicable date, the Fair Market   Value of the Common Stock shall be the value as reasonably determined by the   Administrator for purposes of the Plan in the circumstances. The   Administrator also may adopt a different methodology for determining Fair   Market Value with respect to one or more Options if a different methodology   is necessary or advisable to secure any intended favorable tax, legal, or   other treatment for the particular Option(s) (for example, and without   limitation, the Administrator may provide that Fair Market Value for purposes   of one or more Options will be based on an average of closing prices (or the   average of high and low daily trading prices) for a specified period   preceding the relevant date).
    


 

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(n)
    	
“Non-423(b) Offering” shall mean the rules, procedures, or sub-plans, if any, adopted by   the Administrator as a part of this Plan, pursuant to which Options that do   not satisfy the requirements for “employee stock purchase plans” that are set   forth under Section 423 of the Code may be granted to Eligible Employees   as a separate offering under the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
(o)
    	
“Offering Date” shall mean the first business day of each Offering Period as   designated by the Administrator.
    
	
 
    	
 
    	
 
    
	
 
    	
(p)
    	
“Offering Period” shall mean the period established in advance by the Administrator,   which period shall not exceed twenty-seven (27) months, during which payroll   deductions shall be collected to purchase Shares pursuant to an offering made   under this Plan. Unless otherwise established by the Administrator prior to   the start of an Offering Period, there shall be two (2) Offering Periods   that commence each year, and each shall be of approximately six   (6) months’ duration, with the first such Offering Period beginning on   the first business day of February and ending on the last business day   of the immediately following July, and the second such Offering Period   beginning on the first business day of August and ending on the last business   day of the immediately following January; provided, however, that as of the   Effective Date and subject to shareholder approval as of such date, this Plan   shall apply to the Offering Period beginning on the first business day of   February, 2015.
    
	
 
    	
 
    	
 
    
	
 
    	
(q)
    	
“Option” shall mean the right granted to Participants to purchase Shares   pursuant to an offering made under this Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
(r)
    	
“Outstanding Election” shall mean a Participant’s   then-current election to purchase Shares in an Offering Period, or that part   of such an election which has not been cancelled (including any voluntary   cancellation under Section (9) and deemed cancellation under   Section (14)) prior to the close of business on the last Trading Day of   the Offering Period or such other date as determined by the Administrator.
    
	
 
    	
 
    	
 
    
	
 
    	
(s)
    	
“Participant” shall mean an Eligible Employee who has elected to participate in the   Plan pursuant to Section (6).
    
	
 
    	
 
    	
 
    
	
 
    	
(t)
    	
“Plan” shall mean this Apple Inc. Employee Stock Purchase Plan, as it may be   amended from time to time.
    


 

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(u)
    	
“Prior Plan” shall mean the Apple Inc. Employee Stock Purchase Plan, as amended   and restated effective as of March 8, 2010.
    
	
 
    	
 
    	
 
    
	
 
    	
(v)
    	
“Purchase Price Per   Share” shall mean the price determined or provided by   the Administrator in the circumstances but shall not be less than the lesser   of (i) eighty-five percent (85%) of the Fair Market Value on the   Offering Date or (ii) eighty-five percent (85%) of the Fair Market Value   on the last Trading Day of the Offering Period.
    
	
 
    	
 
    	
 
    
	
 
    	
(w)
    	
“Share” shall mean one (1) share of Common Stock.
    
	
 
    	
 
    	
 
    
	
 
    	
(x)
    	
“Subsidiary” shall mean any corporation (other than the Company) in an unbroken   chain of corporations beginning with the Company if each of the corporations   other than the last corporation in the unbroken chain owns  stock possessing fifty percent (50%)   or more of the total combined voting power of all classes of stock in one of   the other corporations in such chain. A corporation that attains the status   of a Subsidiary on a date after the Effective Date shall be considered a   Subsidiary commencing as of such date.
    
	
 
    	
 
    	
 
    
	
 
    	
(y)
    	
“Termination of Service” means, with respect to an employee, a cessation of the   employee-employer relationship between the employee and the Company or a   Designated Subsidiary for any reason, (i) including but not by way of   limitation, (A) a termination by resignation, discharge, death,   disability, retirement, or the disaffiliation of a Subsidiary,   (B) unless otherwise determined or provided by the Administrator, a   transfer of employment to a Subsidiary that is not a Designated Subsidiary as   of the first day immediately following the three (3)-month period following   such transfer, and (C) a termination of employment where the individual   continues to provide certain services to the Company or a Subsidiary in a   non-employee role, but (ii) excluding (A) such termination where there   is a simultaneous reemployment by the Company or a Designated Subsidiary and   (B) any bona fide and Company-approved leave of absence, such as family   leave, medical leave, personal leave, and military leave; provided, however,   where the period of leave exceeds three (3) months and the employee’s   right to reemployment is not guaranteed either by statute or by contract, the   employee-employer relationship will be deemed to have terminated on the first   day immediately following such three (3)-month period.
    
	
 
    	
 
    	
 
    
	
 
    	
(z)
    	
“Trading Day” shall mean a day on which the NASDAQ   is open for trading.
    


 

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(3)
    	
Shares Reserved for the Plan. Subject   to adjustment pursuant to Section (17), the maximum number of Shares   that may be delivered pursuant to Options granted under this Plan (including   any Non-423(b) Offering established hereunder) shall equal the sum of   (i) 50,000,000 Shares and (ii) the number of Shares previously   reserved for issuance under the Prior Plan but not delivered pursuant to   Options as of the Effective Date; provided that in no event shall the maximum   number of Shares reserved for issuance under the Plan exceed 57,591,146   Shares (which is the sum of (x) the 50,000,000 Shares set forth above,   plus (y) the number of Shares available for issuance under the Prior   Plan on the Adoption Date). The Shares reserved for issuance pursuant to this   Plan may be authorized but unissued Shares, treasury Shares, or Shares   purchased on the open market. If any Option granted under the Plan shall for   any reason terminate without having been exercised, the Shares not purchased   under such Option shall again become available for issuance under the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
If the number of Shares to be purchased by   Participants on the last day of an Offering Period exceeds the total number   of Shares then available under the Plan, then the  Administrator shall make a pro-rata allocation of   any Shares that may be issued pursuant to the Plan in as uniform and   equitable a manner as is reasonably practicable, as determined in the   Administrator’s sole discretion. In such event, the Company shall provide   written notice to each affected Participant of the reduction of the number of   Shares to be purchased under the Participant’s Option.
    
	
 
    	
 
    	
 
    
	
 
    	
If the Administrator determines that some   or all of the Shares to be purchased by Participants on the last day of an   Offering Period would not be issued in accordance with Applicable Laws or any   approval by any regulatory body as may be required, or the Shares would not   be issued pursuant to an effective Form S-8 registration statement or   that the issuance of some or all of such Shares pursuant to a Form S-8   registration statement is not advisable due to the risk that such issuance   will violate Applicable Laws, the Administrator may, without Participant   consent, terminate any outstanding Offering Period and the Options granted   pursuant thereto and refund in cash all affected   Participants’ entire Account balances for such Offering Period as soon as   practicable thereafter.
    
	
 
    	
 
    
	
(4)
    	
Administration of the Plan. The   Administrator shall have the authority and responsibility for the day-to-day   administration of the Plan, which, to the extent permitted by the laws of the   State of California and applicable U.S. Federal laws, it may delegate to a   sub-committee. Subject to the provisions of the Plan, the Administrator shall   have full authority, in its sole discretion, to take any actions it deems   necessary or advisable for the administration of the Plan, including, but not   limited to:
    
	
 
    	
 
    	
 
    
	
 
    	
(a)
    	
Interpreting   the Plan and prescribing, adopting, and rescinding rules and regulations   it deems appropriate to implement the Plan, including amending any   outstanding Option, as it may deem advisable or necessary to comply with   Applicable Laws, and making all other decisions relating to the operation of   the Plan;
    


 

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(b)
    	
Establishing   the timing and length of Offering Periods;
    
	
 
    	
 
    	
 
    
	
 
    	
(c)
    	
Establishing   minimum and maximum contribution rates;
    
	
 
    	
 
    	
 
    
	
 
    	
(d)
    	
Establishing   new or changing existing limits on the number of Shares an Eligible Employee   may elect to purchase with respect to any Offering Period, if such limits are   announced prior to the first Offering Period to be affected;
    
	
 
    	
 
    	
 
    
	
 
    	
(e)
    	
Adopting   such rules or sub-plans as may be deemed necessary or appropriate to   comply with the laws of other countries, allow for tax-preferred treatment of   the Options or otherwise provide for the participation by Eligible Employees   who reside outside of the United States, including determining which Eligible   Employees are eligible to  participate in the Non-423(b) Offering or other sub-plans   established by the Administrator; and
    
	
 
    	
 
    	
 
    
	
 
    	
(f)
    	
Establishing   the exchange ratio applicable to amounts withheld in a currency other than   U.S. dollars and permitting payroll withholding in excess of the amount   designated by a Participant in order to adjust for delays or mistakes in the   processing of properly completed Enrollment Agreements.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   Administrator’s determinations under the Plan shall be final, conclusive, and   binding on all persons. Neither the Board, the Compensation Committee of the   Board, any other committee appointed by the Board, nor any of their agents or   designees shall be liable for any act, failure to act, or determination made   in good faith with respect to the Plan.
    
	
 
    	
 
    	
 
    
	
(5)
    	
Grant of Option; Limitations.
    
	
 
    	
 
    
	
 
    	
(a)
    	
Grant   of Option. On each Offering Date, each Participant shall automatically be   granted an Option to purchase as many whole Shares as the Participant will be   able to purchase with the payroll deductions credited to the Participant’s   Account during the applicable Offering Period.
    
	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
Limit   on Number of Shares Purchased. Notwithstanding the above, in no event may a   Participant purchase more than one million (1,000,000) Shares in any one   Offering Period, unless otherwise expressly provided by the Administrator in   advance of that Offering Period.
    


 

 

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(c)
    	
Limit   on Value of Shares Purchased. Notwithstanding any provisions of the Plan to   the contrary, excluding Options granted pursuant to any   Non-423(b) Offering, no Participant shall be granted an Option to   purchase Shares under this Plan which permits the Participant’s rights to   purchase Shares under all “employee stock purchase plans” (described in   Section 423 of the Code) of the Company and its Subsidiaries to accrue   at a rate which exceeds twenty-five thousand dollars ($25,000) of the Fair Market   Value of such Shares (determined at the time such Options are granted) for   each calendar year in which such Options are outstanding at any time.
    
	
 
    	
 
    	
 
    
	
 
    	
(d)
    	
5%   Owner Limit. Notwithstanding any provisions of the Plan to the contrary, no   Participant shall be granted an Option to purchase Shares under this Plan if   such Participant (or any other person whose stock would be attributed to such   Participant pursuant to Section 424(d) of the Code), immediately   after such Option is granted, would own or hold options to purchase Shares   possessing five percent (5%) or more of the total combined voting power or   value of all classes of stock of the Company or any of its Subsidiaries.
    
	
 
    	
 
    	
 
    
	
 
    	
(e)
    	
Other   Limitation. The Administrator may determine, as to any Offering Period, that   the offering will not be extended to “highly compensated employees” within   the meaning of Section 414(q) of the Code.
    
	
 
    	
 
    	
 
    
	
(6)
    	
Participation in the Plan. An   Eligible Employee may become a Participant for an Offering Period by   completing the prescribed Enrollment Agreement and submitting such Enrollment   Agreement to the Company (or the Company’s designee), in the format and   pursuant to the process as prescribed by the Administrator, during the   Enrollment Period prior to the commencement of the Offering Period to which   it relates. Such Enrollment Agreement shall contain the payroll deduction   authorization described in Section (8). A payroll deduction authorization   will be effective for the first Offering Period following the submission of   the Enrollment Agreement and all subsequent Offering Periods as provided by   Section (7) until (i) it is terminated in accordance with Sections (9) or   (14), (ii) it is modified by filing another Enrollment Agreement in   accordance with this Section (6), (iii) an election is made to decrease   payroll deductions in accordance with Section (8), (iv) the Participant’s   Termination of Service, or (v) the Participant is otherwise ineligible to   participate in the Plan.
    
	
 
    	
 
    
	
(7)
    	
Automatic Re-Enrollment. Following   the end of each Offering Period, each Participant shall be automatically   re-enrolled in the next Offering Period at the applicable rate of payroll   deductions in effect on the last Trading Day of the prior Offering Period or   otherwise as provided under Section (8), unless (i) the Participant has   elected to withdraw from the Plan in accordance with Section (9), (ii) the   Participant’s Termination of Service, or (iii) the Participant is otherwise   ineligible to participate in the next Offering Period. Notwithstanding the   foregoing, the Administrator may require current Participants to complete and   submit a new Enrollment Agreement at any time it deems necessary or desirable   to facilitate Plan administration or for any other reason.
    


 

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(8)
    	
Payroll Deductions. Each   Participant’s Enrollment Agreement shall contain a payroll deduction   authorization pursuant to which he or she shall elect to have a designated   whole percentage of Eligible Compensation between one percent (1%) and ten   percent (10%) deducted on each payday during the Offering Period and credited   to the Participant’s Account for the purchase of Shares pursuant to the   offering. Payroll deductions shall commence on the Offering Date of the first   Offering Period to which the Enrollment Agreement relates (or as soon as   administratively practicable thereafter) and shall continue through   subsequent Offering Periods pursuant to Section (7). Participants shall   not be permitted to make any separate cash payments into their Account for   the purchase of Shares pursuant to an offering. Notwithstanding the   foregoing, if local law prohibits payroll deductions, a Participant may elect   to participate in an Offering Period through contributions to his or her   Account in a format and pursuant to a process acceptable to the   Administrator. In such event, any such Participant shall be deemed to   participate in a separate offering under the Plan, unless the Administrator   otherwise expressly provides.
    
	
 
    	
 
    
	
 
    	
If in any payroll period a   Participant has no pay or his or her pay is insufficient (after other   authorized deductions) to permit deduction of the full amount of his or her   payroll deduction election, then (i) the payroll deduction election for   such payroll period shall be reduced to the amount of pay remaining, if any,   after all other authorized deductions, and (ii) the percentage or dollar   amount of Eligible Compensation shall be deemed to have been reduced by the   amount of the reduction in the payroll deduction election for such payroll   period. Deductions of the full amount originally elected by the Participant   will recommence as soon as his or her pay is sufficient to permit such   payroll deductions; provided, however, no additional amounts will be deducted   to satisfy the Outstanding Election.
    
	
 
    	
 
    
	
 
    	
A Participant may elect to decrease,   but not increase, the rate of his or her payroll deductions during an   Offering Period by submitting the prescribed Enrollment Agreement to the   Company (or the Company’s designee) at any time prior to the first day of the   last calendar month of such Offering Period. Any such payroll deduction   change will be effective as soon as administratively practicable thereafter   and will remain in effect for successive Offering Periods as provided in   Section (7) unless (i) the Participant submits a new   Enrollment Agreement for a later Offering Period, (ii) the Participant   elects to decrease his or her payroll deductions, (iii) the Participants   elects to withdraw from the Plan in accordance with Section (9),   (iv) the Participant is withdrawn from the Plan in accordance with   Section (14), or (v) the Participant is otherwise ineligible to   participate in the Plan. A Participant may only increase his or her rate of   payroll deductions to be effective for the next Offering Period by completing   and filing with the Company a new Enrollment Agreement authorizing the   payroll deductions.
    


 

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Notwithstanding the foregoing, the   Company may adjust a Participant’s payroll deductions at any time during an   Offering Period to the extent necessary to comply with   Section 423(b)(8) of the Code and the limitations of   Section (5). Payroll deductions will recommence and be made in   accordance with the Outstanding Election in place prior to such Company   adjustment starting with the first Offering Period that begins in the next   calendar year (or such other time as is determined by the Administrator)   unless (i) the Participant withdraws in accordance with   Section (9), (ii) the Participant is withdrawn from the Plan in   accordance with Section (14), or (iii) the Participant is otherwise   ineligible to participate in the Plan.
    
	
 
    	
 
    
	
(9)
    	
Withdrawal from Offering Period After   Offering Date. An Eligible Employee may withdraw from any Offering Period   after the applicable Offering Date, in whole but not in part, at any time   prior to the date specified by the Administrator or, if no such date is   specified by the Administrator, the last Trading Day of such Offering Period,   by submitting the prescribed withdrawal notice to the Company (or the   Company’s designee), in the format and pursuant to the process as prescribed   by the Administrator. If a Participant withdraws from an Offering Period, the   Participant’s Option for such Offering Period will automatically be   terminated, and the Company will  refund in cash the Participant’s entire Account balance for such   Offering Period as soon as practicable thereafter. A Participant’s withdrawal   from a particular Offering Period shall be irrevocable. If a Participant   wishes to participate in a subsequent Offering Period, he or she must   re-enroll in the Plan by timely submitting a new Enrollment Agreement in   accordance with Section (6).
    
	
 
    	
 
    
	
(10)
    	
Purchase of Stock. On the last   Trading Day of each Offering Period, the Administrator shall cause the amount   credited to each Participant’s Account to be applied to purchase as many   Shares pursuant to the Participant’s Option as possible at the Purchase Price   Per Share, subject to limitations of Sections (3) and (5). In no event   may Shares be purchased pursuant to an Option more than twenty-seven (27)   months after the Offering Date of such Option. The amount applied to purchase   Shares pursuant to the Option shall be deducted from the Participant’s   Account. Any amounts remaining credited to the Participant’s Account on the   last Trading Day of the Offering Period shall be retained in the   Participant’s Account and rolled forward to the next Offering Period.
    
	
 
    	
 
    
	
(11)
    	
Interest on Payments. No interest   shall be paid on sums withheld from a Participant’s pay for the purchase of   Shares under this Plan unless otherwise determined necessary by the   Administrator.
    


 

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(12)
    	
Rights as Shareholder. A Participant   will not be a shareholder or have any rights as a shareholder with respect to   Shares subject to the Participant’s Options issued under the Plan until the   Shares are purchased pursuant to the Options and such Shares are transferred   into the Participant’s name on the Company’s books and records.
    
	
 
    	
 
    
	
(13)
    	
Options Not Transferable. A   Participant’s Options under this Plan may not be sold, pledged, assigned, or   transferred in any manner. If a Participant sells, pledges, assigns, or   transfers his or her Options in violation of this Section (13), such   Options shall immediately terminate, and the Participant shall immediately   receive a refund of the amount then credited to the Participant’s Account.
    
	
 
    	
 
    
	
(14)
    	
Deemed   Cancellations.
    
	
 
    	
 
    	
 
    
	
 
    	
(a)
    	
Termination   of Service. In the event of a Participant’s Termination of Service,   (i) any outstanding Option held by the Participant shall immediately   terminate; (ii) the Participant shall be withdrawn from the Plan; and   (iii) the Participant shall receive a refund of the amount then credited   to the Participant’s Account.
    
	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
Death   of a Participant. If a Participant dies, (i) any outstanding Option held   by the Participant shall immediately terminate, and (ii) the Participant   shall be withdrawn from the Plan. As soon as administratively practicable   after the Participant’s death, the amount then credited to the Participant’s   Account shall be remitted to the executor, administrator, or other legal  representative of the Participant’s   estate or, if the Administrator permits a beneficiary designation, to the   beneficiary or beneficiaries designated by the Participant if such   designation has been filed with the Company or the Company’s designee before   such Participant’s death. If such executor, administrator, or other legal   representative of the Participant’s estate has not been appointed (to the   knowledge of the Company) or if the beneficiary or beneficiaries are no   longer living at the time of the Participant’s death, the Company, in its   discretion, may deliver the outstanding Account balance to the spouse or to   any one or more dependents or relatives of the Participant or to such other   person as the Company may designate.
    


 

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(15)
    	
Application of Funds. All funds   received by the Company in payment for Shares purchased under this Plan and   held by the Company at any time may be used for any valid corporate purpose.
    
	
 
    	
 
    
	
(16)
    	
No Employment/Service Rights. Neither   the action of the Company in establishing the Plan, nor any action taken   under the Plan by the Board or the Administrator, nor any provision of the   Plan itself, shall be construed so as to grant any person the right to remain   in the employ of the Company or any Subsidiary for any period of specific   duration, and such person’s employment may be terminated at any time, with or   without cause.
    
	
 
    	
 
    
	
(17)
    	
Adjustments.   Subject to Section (18), upon (or, as may be necessary to effect the   adjustment, immediately prior to) any reclassification, recapitalization,   stock split (including a stock split in the form of a stock dividend) or   reverse stock split; any merger, combination, consolidation, or other   reorganization; any spin-off, split-up, or similar extraordinary dividend   distribution in respect of the Common Stock; or any exchange of Common Stock   or other securities of the Company or any similar, unusual, or extraordinary   corporate transaction in respect of the Common Stock, in each case, then the   Administrator shall equitably and proportionately adjust (1) the number,   amount, and type of Shares of Common Stock (or other securities) that   thereafter may be made the subject of Options (including the specific Share   limits, maximums, and numbers of Shares set forth elsewhere in the Plan),   (2) the number, amount, and type of Shares of Common Stock (or other   securities or property) subject to any outstanding Options, (3) the   Purchase Price Per Share of any outstanding Options, and/or (4) the   securities, cash, or other property deliverable upon exercise or payment of   any outstanding Options, in each case to the extent necessary to preserve   (but not increase) the level of incentives intended by the Plan and the   then-outstanding Options.
    
	
 
    	
 
    
	
 
    	
It is intended that, if possible, any   adjustments contemplated by the preceding paragraph be made in a manner that   satisfies applicable legal, tax (including, without limitation and as applicable   in the circumstances, Section 424 of the Code and Section 409A of   the Code), and accounting (so as to not trigger any charge to earnings with   respect to such adjustment) requirements.
    
	
 
    	
 
    
	
 
    	
Without limiting the generality of   Section (4), any good faith determination by the Administrator as to   whether an adjustment is required in the circumstances pursuant to this   Section (17), and the extent and nature of any such adjustment, shall be   final, conclusive, and binding on all persons.
    


 

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(18)
    	
Merger or Liquidation of Company. In the   event the Company or its shareholders enter into an agreement to dispose of   all or substantially all of the assets or outstanding capital stock of the   Company by means of a sale, merger, or reorganization in which the Company   will not be the surviving corporation (other than a reorganization effected   primarily to change the State in which the Company is incorporated, a merger   or consolidation with a wholly-owned Subsidiary, or any other transaction in   which there is no substantial change in the shareholders of the Company or   their relative stock holdings, regardless of whether the Company is the surviving   corporation) or in the event the Company is liquidated, then all outstanding   Options under the Plan shall automatically be exercised immediately prior to   the consummation of such sale, merger, reorganization, or liquidation (deemed   the end of the Offering Period in such case) by causing all amounts credited   to each Participant’s Account to be applied to purchase as many Shares   pursuant to the Participant’s Option as possible at the Purchase Price Per   Share, subject to the limitations of Sections (3) and (5).
    
	
 
    	
 
    
	
(19)
    	
Acquisitions and Dispositions. The   Administrator may, in its sole and absolute discretion and in accordance with   principles under Section 423 of the Code, create special Offering   Periods for individuals who become Eligible Employees solely in connection   with the acquisition of another company or business by merger, reorganization,   or purchase of assets, and notwithstanding Section (14), may provide for   special purchase dates for Participants who will cease to be Eligible   Employees solely in connection with the disposition of all or a portion of   any Designated Subsidiary or a portion of the Company, which Offering Periods   and purchase rights granted pursuant thereto shall, notwithstanding anything   stated herein, be subject to such terms and conditions as the Administrator   considers appropriate in the circumstances.
    
	
 
    	
 
    
	
(20)
    	
Government Approvals or Consents.   This Plan and any offering and sales of Shares or delivery of Shares under   this Plan to Eligible Employees hereunder are subject to any governmental or   regulatory approvals or consents that may be or become applicable in   connection therewith.
    
	
 
    	
 
    
	
(21)
    	
Plan Amendment, Suspension, and   Termination. The Board may, from time to time, amend, suspend, or terminate   the Plan in any manner it deems necessary or advisable; provided, however,   that no such action shall adversely affect any then outstanding and vested   Options under the Plan unless such action is required to comply with   Applicable Laws; and provided, further, that no such action of the Board   shall be effective without the approval of the Company’s shareholders if such   approval is required by Applicable Laws. Upon the termination of the Plan,   any balance in a Participant’s Account shall be refunded to him or her as   soon as practicable thereafter.
    
	
 
    	
 
    
	
(22)
    	
Governing Law. The Plan shall be   governed by, and construed in accordance with, the laws of the State of   California (except its choice-of-law provisions) and applicable U.S. Federal   laws.
    


 

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