Exhibit 10.1


 


PING IDENTITY HOLDING CORP.


2022 EMPLOYEE STOCK PURCHASE PLAN


 


Section 1. Purpose.
The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock
through accumulated payroll deductions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423
Component”) and a non-Code Section 423 Component (“Non-423 Component”). The Company’s intention is
to have the 423 Component of the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code to the extent
possible. The provisions of the 423 Component, accordingly, will be construed so as to extend and limit Plan participation in a uniform
and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, the Plan authorizes the grant of
an option to purchase shares of Common Stock under the Non-423 Component that does not qualify as an “employee stock purchase plan”
under Section 423 of the Code; such an option will be granted pursuant to rules, procedures, or sub-plans adopted by the Administrator
designed to achieve tax, non-U.S. exchange, or securities laws or other objectives for Eligible Employees and the Company. Except as otherwise
provided, the Non-423 Component, to the extent utilized by the Company, will operate and be administered in the same manner as the 423
Component.


 


Section 2. Definitions. For purposes
of the Plan, the following terms will have the following meanings:


 


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


 


“Affiliate” means any entity, other
than a Subsidiary, in which the Company has an equity or other ownership interest.


 


“Applicable
Laws” means the requirements relating to the administration of equity-based awards and the related issuance of shares of Common
Stock 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 securities and exchange control laws of any non-U.S. country or jurisdiction
where options are, or will be, granted under the Plan.


 


“Board” means the Board of Directors
of the Company.


 


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


 


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


 


“Common Stock” means the Common Stock,
par value $0.001 per share, of the Company.


 


“Company” means Ping Identity Holding
Corp., a Delaware corporation, or any successor thereto.


 


“Compensation”
means an Eligible Employee’s regular and recurring straight time gross earnings, payments for overtime and shift premium, but exclusive
of payments for incentive compensation, bonuses, equity compensation, and other similar compensation. The Administrator, in its discretion,
may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for a subsequent Offering Period.


 


“Designated Company”
means any Subsidiary or Affiliate that has been designated by the Administrator in its sole discretion as eligible to participate in the
Plan. For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated Companies; provided that a Subsidiary
that is a Designated Company under the 423 Component may not simultaneously be a Designated Company under the Non-423 Component.


 


“Effective Date”
means March 14, 2022, subject to approval by the stockholders of the Company in the manner and to the degree required under Applicable
Laws.


 


“Eligible Employee”
means any individual who is a common law employee (and, with respect to the Non-423 Component, is not classified by the Company as
an intern or temporary employee) providing services to the Company or a Designated Company and is (or is expected to be) customarily
employed for more than five months in any calendar year by the Employer, or any lesser number of months in any calendar year
established by the Administrator (if required under applicable local law) for purposes of any separate Offering or for Eligible
Employees participating in the Non-423 Component. 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 or that is legally
protected under applicable local laws. Where the period of leave exceeds three 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
months and one day following the commencement of 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 in an Offering, determine (for each Offering under the 423
Component, on a uniform and nondiscriminatory basis or as otherwise permitted by Section 423 of the Code) that the definition of
Eligible Employee will or will not include an individual if he or she: (a) has not completed at least two years of service since his
or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (b) customarily
works not more than 20 hours per week (or such lesser period of time as may be determined by the Administrator in its discretion),
(c) customarily works not more than five months per calendar year (or such lesser period of time as may be determined by the
Administrator in its discretion), (d) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (e) is a
highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an
officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act; provided the exclusion is applied
with respect to each Offering under the 423 Component in an identical manner to all highly compensated individuals of the Employer
whose employees are participating in that Offering. Such exclusions may be applied with respect to an Offering under a 423 Component
in a manner complying with Section 423 of the Code. Such exclusions may be applied with respect to an Offering under the Non-423
Component without regard to the limitations of Section 423 of the Code.


 






     


     


    

 


“Employer” means the employer of an
Eligible Employee.


 


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


 


“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.


 


 


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


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


 


(a) 
if the Common Stock is listed on any established stock exchange or a national market system, including, without limitation, the
New York Stock Exchange, 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 sales price for such stock as quoted on such exchange or system on the date of determination
(or the closing bid, if no sales were reported);


 


(b) 
if the Common Stock is regularly quoted 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 if no bids and
asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or


 


(c) 
in the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by
the Administrator.


 


Notwithstanding the foregoing,
if the determination date for the Fair Market Value occurs on a weekend or holiday, the Fair Market Value will be the price as determined
in accordance with subsections (a) through (c) above (as applicable) on the next business day, unless otherwise determined by the Administrator.


 


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


 


“Offering”
means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 4. For
purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in
which Eligible Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of each such
Offering are identical and the provisions of the Plan will separately apply to each Offering. If an Offering under the 423 Component is
made, to the extent permitted by Section 423 of the Code, the terms of each Offering need not be identical provided that the terms of
the Plan and an Offering together satisfy Section 423 of the Code.


 


“Offering Periods”
means the periods of approximately six months during which an option granted pursuant to the Plan may be exercised, commencing on the
first Trading Day on or after July 1 and January 1 of each year and terminating on the last Trading Day on or before the December 31 and
June 30, respectively, approximately six months later. The duration and timing of Offering Periods may be changed pursuant to Sections
4 and 20, provided that in no event shall an Offering Period exceed 27 months in duration.


 


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


 


“Participant” means an Eligible Employee
who participates in the Plan.


 






     


     


    

 


“Plan” means this Ping Identity Holding
Corp. 2022 Employee Stock Purchase Plan.


 


“Purchase
Period” means the approximately six-month period commencing after one Exercise Date and 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.
Unless the Administrator provides otherwise, the Purchase Period will have the same duration and coincide with the length of the Offering
Period.


 


“Purchase Price”
means an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever
is lower; provided, however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator
subject to compliance with Section 423 of the Code (or any successor rule or provision or any other Applicable Law) or pursuant to Section
20.


 


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


 


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


 


Section 3. Eligibility.


 


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


 


(b) 
Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or
residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation
in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the laws of the applicable jurisdiction
or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In
the case of the Non-423 Component, an Eligible Employee may be excluded from participation in the Plan or an Offering at the discretion
of the Administrator.


 


(c) 
Any provisions of the Plan to the contrary notwithstanding, with respect to any Offering under the 423 Component, 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 pursuant to 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 5% or more of the total combined
voting power or 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 of the Code) of the
Company or any Parent or Subsidiary of the Company accrues at a rate that exceeds $25,000 worth of stock (determined based on the Fair
Market Value of the Common Stock at the time such option is granted) for each calendar year in which such option is outstanding at any
time, as determined in accordance with Section 423 of the Code and the regulations thereunder.


 


Section 4. Offering Periods.
The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after
January 1 and July 1 of each year, or on such other date as the Administrator 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 prior to the scheduled beginning of the first Offering Period to be affected thereafter.


 


Section 5. Participation.


 


(a) 
An Eligible Employee will be entitled to participate in the first Offering Period specified in Section 2 only if such individual
submits a subscription agreement authorizing payroll deductions in a form determined by the Administrator to the Company’s designated
stock administrator or completes an electronic or other enrollment procedure determined by the Administrator, in each case during such
period of time as the Administrator may determine (the “Enrollment Window”). An Eligible Employee’s failure to
submit the subscription agreement or complete the enrollment procedure during the Enrollment Window will result in such individual being
disqualified from participation in the first Offering Period under the Plan.


 


(b)  An
Eligible Employee may participate in the Plan in any Offering Period following the first Offering Period by (i) submitting to the
Company’s stock administrator (or its designee), on or before a date prescribed by the Administrator prior to an applicable
Enrollment Date, a properly completed subscription agreement authorizing payroll deductions in the form provided by the
Administrator for such purpose, or (ii) completing an electronic or other enrollment procedure determined by the Administrator, in
each case during the applicable Enrollment Window. Unless otherwise determined by the Administrator, a Participant’s
subscription agreement (or electronic or other enrollment election) and the designated rate of payroll deduction by a Participant
shall continue for future Offering Periods unless the Participant changes or cancels, in accordance with procedures established by
the Administrator, prior to the Enrollment Date with respect to a future Offering Period or elects to withdraw from the Plan in
accordance with Section 10.


 






     


     


    

 


Section 6. Payroll Deductions.


 


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


 


(b) 
Payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last
pay day prior to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the
Participant as provided in Section 10; provided, however, that for the first Offering Period, payroll deductions
will commence on the first pay day on or following the later of (i) the end of the Enrollment Window, or (ii) the Enrollment Date of the
first Offering Period.


 


(c) 
All payroll deductions made for a Participant will be credited 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.


 


(d) 
Participants may not increase or decrease the amount of their payroll deductions during a Purchase Period, provided that a Participant
may discontinue his or her participation in the Plan as provided in Section 10.


 


(e) 
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c), a
Participant’s payroll deductions may be decreased to 0% by the Administrator at any time during a Purchase Period. To the extent
necessary, and subject to Section 423(b)(8) of the Code, payroll deductions will recommence at the 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.


 


(f) 
Notwithstanding any provisions or limits to the contrary in the Plan, the Administrator may allow Eligible Employees to participate
in the Plan via cash contributions or other methods instead of payroll deductions if (i) payroll deductions are not permitted under applicable
local law, (ii) the Administrator determines that cash contributions are permissible under Section 423 of the Code, or (iii) for Participants
participating in the Non-423 Component.


 


(g) 
At the time 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 (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for the
Company’s or Employer’s federal, state, local, or any other tax liability payable to any authority, including taxes imposed
by jurisdictions outside of the U.S., national insurance, social security, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock (or any other time that a taxable event related to the Plan occurs).
At any time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount
necessary for the Company or the Employer to meet applicable withholding obligations, 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 the Employer 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 to the extent permitted by Section 423 of the Code.


 


Section 7. Grant of Options.
On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option
to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock
determined by dividing such Eligible Employee’s payroll deductions 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 under the Plan during each Purchase Period more than 1,500 shares of 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(c) and 13. The Eligible Employee may accept the grant of such option in accordance with the requirements of Section
5. The Administrator may, for any Offering Period, in its absolute discretion, impose a maximum aggregate number of shares of Common
Stock that may be purchased under the Plan, subject to the limitations set forth in Sections 3(c) and 13. Exercise of the
option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option will
expire on the last day of the Offering Period.


 


Section 8. Exercise of Option.


 


(a)  Unless
a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock
will be exercised automatically on the Exercise Date, and the maximum number of shares subject to the option will be purchased for
such Participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. Fractional shares
of Common Stock may be purchased and issued. During a Participant’s lifetime, a Participant’s option to purchase shares
hereunder is exercisable only by him or her.


 






     


     


    

 


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


 


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


 


Section 10. Withdrawal.


 


(a) 
A Participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by (i) submitting to the Company’s stock administrator (or its designee) a
written notice of withdrawal in the form determined by the Administrator for such purpose, or (ii) completing an electronic or other withdrawal
procedure determined by the Administrator. The Administrator may set forth a deadline of when a withdrawal must occur to be effective
prior to a given Exercise Date in accordance with policies it may approve from time to time. All of the Participant’s payroll deductions
credited to his or her account will be paid to such Participant promptly after receipt of notice of withdrawal 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 Offering Period, 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.


 


(b) 
A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate 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.


 


Section 11. Termination of
Employment. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she will be deemed to have
elected to withdraw from the Plan, and the 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 such Participant or, in the case of
his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s option will be
automatically terminated. Unless determined otherwise by the Administrator in a manner that, with respect to an Offering under the
423 Component, is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers between
entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company shall not
be treated as terminated under the Plan; however, no Participant shall be deemed to switch from an Offering under the Non-423
Component to an Offering under the 423 Component or vice versa unless (and then only to the extent) such switch would not cause the
423 Component or any option thereunder to fail to comply with Section 423 of the Code.


 


Section 12. Interest. No
interest will accrue on the payroll deductions of a Participant in the Plan, except as may be required by Applicable Law, as determined
by the Company, and if so required by the laws of a particular jurisdiction, shall, with respect to Offerings under the 423 Component,
apply to all Participants in the relevant Offering, except to the extent otherwise permitted by Section 423 of the Code.


 






     


     


    

 


 


Section 13. Stock.


 


(a) 
Subject to adjustment upon changes in capitalization of the Company as provided in Section 19, the maximum number of shares
of Common Stock that will be made available for sale under the Plan will be equal to 5,000,000 shares of Common Stock.


 


(b) 
Until the shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right
to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.


 


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


 


Section 14. Administration.
The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable
Laws. To the extent permitted by Applicable Laws, the Administrator will have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to delegate ministerial duties to any of the Company’s or Designated Company’s
employees, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component
or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan, and to establish such procedures
that it deems necessary or advisable for the administration of the Plan (including, without limitation, to adopt such procedures, sub-plans,
and appendices to this Plan or the subscription agreement as are necessary or appropriate to permit the participation in the Plan by employees
who are non-U.S. nationals or employed outside the U.S., the terms of which sub-plans and appendices may take precedence over other provisions
of the Plan, with the exception of Section 13(a), but unless otherwise superseded by the terms of such sub-plan or appendix, the
provisions of the Plan shall govern the operation of such sub-plan or appendix). Unless otherwise determined by the Administrator, the
employees eligible to participate in each sub-plan will participate in a separate Offering under the 423 Component, or if the terms would
not qualify under the 423 Component, in the Non-423 Component, in either case, unless such designation would cause the 423 Component to
violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically
authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of 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 applicable local requirements.
The Administrator also is authorized to determine that, to the extent permitted by Section 423 of the Code, the terms of an option granted
under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted
under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision, and determination made by the Administrator
will, to the full extent permitted by law, be final, binding, and conclusive upon all parties.


 


Section 15. Designation of Beneficiary.


 


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


 


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


 


(c) All beneficiary designations
will be in such form and manner as the Administrator may designate from time to time. Notwithstanding Sections 15(a) and (b),
the Company and/or the Administrator may decide not to permit such designations by Participants in non-U.S. jurisdictions to the extent
permitted by Section 423 of the Code.


 


Section 16. Transferability.
Neither payroll deductions credited to a Participant’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 descent and distribution or as provided in Section 15) by the Participant. Any such attempt at assignment, transfer,
pledge, or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10.


 






     


     


    

  


Section 17. Use of Funds.
The Company may use all 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 except under Offerings or for Participants in the Non-423 Component for which Applicable
Laws require that contributions to the Plan by Participants be segregated from the Company’s or the Employer’s general corporate
funds and/or deposited with an independent third party; provided that, if such segregation or deposit with an independent third
party is required by Applicable Laws, it will apply to all Participants in the relevant Offering under the 423 Component, except to the
extent otherwise permitted by Section 423 of the Code. Until shares of Common Stock are issued, Participants will only have the rights
of an unsecured creditor with respect to such shares.


 


Section 18. Reports. Individual
accounts will be maintained for each Participant in the Plan. Statements of account will be given 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.


 


Section 19. Adjustments, Dissolution, Liquidation,
Certain Transactions.


 


(a) 
In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the
Common Stock occurs, the Administrator, to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under
the Plan, the Purchase Price per share, and the class and the number of shares of Common Stock covered by each option under the Plan that
has not yet been exercised, and the numerical limits of Sections 6 and 13.


 


(b) 
In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened
by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation,
unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution
or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the
Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will
be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period
as provided in Section 10.


 


(c) 
In the event of a merger, consolidation, or similar transaction directly or indirectly involving the Company in which the Company
is not the surviving corporation, each outstanding option will be assumed or an equivalent option substituted by the acquiring or successor
corporation or a Parent or Subsidiary of the acquiring or successor corporation. If the acquiring or successor corporation does not assume
or substitute the option for another award, the Offering Period with respect to which such option relates will be shortened by setting
a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the proposed transaction.
The Administrator will notify each Participant, in writing or electronically prior to the New Exercise Date, that the Exercise Date for
the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically
on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10.


 


Section 20. Amendment or Termination.


 


(a) 
The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for
any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods,
either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally
scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with
their terms (and subject to any adjustment pursuant to Section 19). If the 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 as otherwise required under Applicable Laws, as further set forth in Section
12) as soon as administratively practicable.


 


(b) 
Without stockholder consent and without limiting Section 20(a), the Administrator will be entitled to change the Offering
Periods or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during
an Offering Period, establish the exchange rate applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding
in excess of the amount designated by a Participant to adjust for delays or mistakes in the Company’s processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts
applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s
Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable that
are consistent with the Plan.


 






     


     


    

 


(c)  If
the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the
Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend, or terminate the Plan to reduce or
eliminate such accounting consequence, including, but not limited to:


 


(i) 
amending the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;


 


(ii) 
altering the Purchase Price for any Offering Period or Purchase Period, including an Offering Period underway at the time of the
change in Purchase Price, but, with respect to any existing Offerings under the 423 Component, in no event below the lowest Purchase Price
permitted by Section 423 of the Code;


 


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


 


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



		(v)	reducing the maximum number of shares of Common Stock a Participant may purchase during any Offering Period.



 


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


 


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


 


Section 22. Conditions upon
Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including,
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 to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without
any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.


 


Section 23. Section 409A of
the Code. The 423 Component of the Plan is intended to be exempt from the application of Section 409A of the Code pursuant to Treasury
Regulations § 1.409A-1(b)(5)(ii), and any ambiguities herein will be interpreted to so be exempt from Section 409A of the Code. To
the extent the options granted under the Non-423 Component are subject to U.S. taxation, the Non-423 Component is intended to be exempt
from the application of Section 409A of the Code as options granted thereunder are intended to constitute “short term deferrals,”
and any ambiguities herein will be interpreted such that those options shall so be exempt from Section 409A of the Code. 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 to Section 409A of the Code or that any provision in the Plan would cause an option under the Plan to be
subject to Section 409A of the Code, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the
Plan, or take such 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 the Plan from or to allow any such options to comply
with Section 409A of the Code, but only to the extent any such amendments or action by the Administrator would not violate Section 409A
of the Code. Notwithstanding the foregoing, the Company and any of its Parent or Subsidiaries shall have no 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 Section
409A of the Code is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company and any
of its Parent or Subsidiaries makes no representation that the option to purchase Common Stock under the Plan is compliant with Section
409A of the Code.


 


Section 24. Term of Plan.
The Plan will become effective as of the Effective Date, and will continue in effect until the tenth anniversary thereof, unless earlier
terminated under Section 20.


 


Section 25. Governing Law.
The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any conflict
of law provisions (whether of the State of Delaware or any other jurisdiction).


 






     


     


    

 


Section 26. No Right to Employment.
Participation in the Plan by a Participant shall not be construed as giving a Participant the right to be retained as an employee of the
Company or a Subsidiary or Affiliate, as applicable. Furthermore, the Company or a Subsidiary or Affiliate may dismiss a Participant from
employment at any time, free from any liability or any claim under the Plan.


 


Section 27. Severability.
If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or
as to any Participant, such invalidity, illegality, or unenforceability shall not affect the remaining parts of the Plan, and the Plan
shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal, or unenforceable provision had not
been included.


 


Section 28. Compliance with
Applicable Laws. The terms of the Plan are intended to comply with all Applicable Laws and will be construed accordingly.


 


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