**
**Exhibit 10.21**

***Execution Version***

 

**STARRY HOLDINGS, INC.**

**2022 EMPLOYEE STOCK PURCHASE PLAN**

**ARTICLE I.**

**PURPOSE**

The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stockownership interest in the Company. 

The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construedin a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify as rights granted pursuant to an “employeestock purchase plan” under Section 423 of the Code. Rights granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing suchsub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and Designated Subsidiaries but shallnot be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise determined by the Administrator or provided herein, the Non-Section 423Component will operate and be administered in the same manner as the Section 423 Component. Offerings intended to be made under the Non-Section 423 Component will be designated as such by theAdministrator at or prior to the time of such Offering. 

For purposes of this Plan, the Administrator may designate separate Offeringsunder the Plan in which Eligible Employees will participate. The terms of these Offerings need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms of participation arethe same within each separate Offering under the Section 423 Component (as determined under Section 423 of the Code). Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide forsimultaneous Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan. 

**ARTICLE II.**

**DEFINITIONSAND CONSTRUCTION**

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the contextclearly indicates otherwise. 

2.1    ***“Administrator”*** means the entity that conducts thegeneral administration of the Plan as provided in Article XI. 

2.2    *“****Agent***”means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan. 

2.3    *“****Applicable Law***” means the requirements relating to the administration of equityincentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which Shares are listed or quoted and the applicable laws and rules ofany foreign country or other jurisdiction where rights under this Plan are granted. 

2.4    “***Board***” means the Board of Directors of the Company. 
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2.5    “***Class************ A CommonStock***” means the Class A common stock of the Company, par value of $0.001 per share. 

2.6    “***Class************ X Common Stock***” means the Class X common stockof the Company, par value of $0.001 per share. 

2.7    “***Code***” means the U.S. Internal RevenueCode of 1986, as amended, and the regulations issued thereunder. 

2.8    “***Common Stock***” meansthe Class A Common Stock and such other securities of the Company that may be substituted therefor pursuant to Article VIII. 

2.9    “***Company***” means Starry Holdings, Inc., a Delaware corporation, or any successor. 

2.10    “***Compensation***” of an Eligible Employee means, unless otherwise determined by theAdministrator, the gross base compensation or wages received by such Eligible Employee as compensation for services to the Company or any Designated Subsidiary, excluding overtime payments, sales commissions, incentive compensation, bonuses, expensereimbursements, income received in connection with any compensatory equity awards, fringe benefits and other special payments. 

2.11    “***Designated Subsidiary***” means any Subsidiary designated by the Administrator in accordancewith Section 11.2(b), such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary may participate in either theSection 423 Component or Non-Section 423 Component, but not both; *provided* that a Subsidiary that, for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in theSection 423 Component shall automatically constitute a Designated Subsidiary that participates in the Section 423 Component. 

2.12    “***Effectiv***e ***Date***” means the date on which the transactions contemplated bythat certain Merger Agreement, by and among the Company, FirstMark Horizon Acquisition Corp., a Delaware corporation, Sirius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC, and Starry, Inc., a Delaware corporation,dated as of October 6, 2021 as amended from time to time, are consummated, *provided* that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s stockholders. 

2.13    “***Eligible Employee***” means: 

(a)    an Employee who does not, immediately after any rights under this Plan are granted, own (directly or throughattribution) stock possessing 5% or more of the total combined voting power or value of all classes of Shares and other securities of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code) (includingClass X Common Stock). For purposes of the foregoing, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock that an Employee maypurchase under outstanding options shall be treated as stock owned by the Employee. 

(b)    Notwithstanding theforegoing, the Administrator may provide in an Offering Document that an Employee shall not be eligible to participate in an Offering Period under the Section 423 Component if: (i) such Employee is a highly compensated employee within themeaning of Section 423(b)(4)(D) of the Code; (ii) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of the Code (which service requirement may not exceed two years); (iii)such Employee’s customary employment is for twenty hours per week or less; (iv) such 

 
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Employee’s customary employment is for less than five months in any calendar year; and/or (v) such Employee is a citizen or resident of a foreign jurisdiction and the grant of a rightto purchase Shares under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Shares under the Plan to such Employee in compliance with the laws of such foreign jurisdictionwould cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Administrator in its sole discretion; *provided*, *further*, that any exclusion in clauses (i), (ii), (iii), (iv) or (v) shall beapplied in an identical manner under each Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).

(c)    Further notwithstanding the foregoing, with respect to the Non-Section 423Component, the first sentence in this definition shall apply in determining who is an “Eligible Employee,” except (i) the Administrator may limit eligibility further within the Company or a Designated Subsidiary so as to onlydesignate some Employees of the Company or a Designated Subsidiary as Eligible Employees, and (ii) to the extent the restrictions in the first sentence in this definition are not consistent with applicable local laws, the applicable local lawsshall control. 

2.14    “***Employee***” means any individual who renders services to the Company orany Designated Subsidiary in the status of an employee, and, with respect to the Section 423 Component, a person who is an employee within the meaning of Section 3401(c) of the Code. For purposes of an individual’s participation in,or other rights under the Plan, all determinations by the Company shall be final, binding and conclusive, notwithstanding that any court of law or governmental agency subsequently makes a contrary determination. For purposes of the Plan, theemployment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2). 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 relationshipshall be deemed to have terminated on the first day immediately following such three (3)-month period. 

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

2.16    “***Fair Market Value***” means, as of any date, the value of Shares determined as follows:(i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding suchdate during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but are quoted on a national market or other quotation system,the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or(iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion. 

2.17    “***Non-Section 423 Component***” means those Offeringsunder the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during anOffering Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code. 

2.18    “***Offering***” means an offer under the Plan of a right to purchase Shares that may beexercised during an Offering Period as further described in Article IV hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Subsidiary shall be deemed a separate Offering,even if the dates and other terms of the applicable Offering Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering. To 

 
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the extent permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under the Section 423 Component need not be identical,*provided* that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and (a)(3). 

2.19    “***Offering Document***” has the meaning given to such term in Section 4.1. 

2.20    “***Offering Period***” has the meaning given to such term in Section 4.1. 

2.21    “***Parent***” means any corporation, other than the Company, in an unbroken chain ofcorporations ending with the Company if, at the time of the determination, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporationsin such chain. 

2.22    “***Participant***” means any Eligible Employee who has executed asubscription agreement and been granted rights to purchase Shares pursuant to the Plan. 

2.23    “***Payday***” means the regular and recurring established day for payment of Compensation to anEmployee of the Company or any Designated Subsidiary. 

2.24    *“****Plan***” means this 2022Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section 423 Component and any other sub-plans or appendices hereto, as amended fromtime to time. 

2.25    “***Purchase Date***” means the last Trading Day of each Purchase Period orsuch other date as determined by the Administrator and set forth in the Offering Document. 

2.26    “***Purchase Period***” shall refer to one or more periods within an Offering Period, asdesignated in the applicable Offering Document; *provided*, *however*, that, in the event no purchase period is designated by the Administrator in the applicable Offering Document, the purchase period for each Offering Period covered bysuch Offering Document shall be the same as the applicable Offering Period. 

2.27    “***PurchasePrice***” means the purchase price designated by the Administrator in the applicable Offering Document (which purchase price, for purposes of the Section 423 Component, shall not be less than 85% of the Fair Market Value of a Share onthe Enrollment Date or on the Purchase Date, whichever is lower); *provided*, *however*, that, in the event no purchase price is designated by the Administrator in the applicable Offering Document, the purchase price for the OfferingPeriods covered by such Offering Document shall be 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; *provided*, *further*, that the Purchase Price may be adjusted by theAdministrator pursuant to Article VIII and shall not be less than the par value of a Share. 

2.28    “***Section************ 423 Component***” means those Offerings under thePlan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an OfferingPeriod may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code. 

2.29     “***Securities Act***” means the U.S. Securities Act of 1933, as amended. 

2.30    “***Share***” means a share of Class A Common Stock. 

 
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2.31    “***Subsidiary***” means any corporation,other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of thetotal combined voting power of all classes of stock in one of the other corporations in such chain; *provided*, *however*, that a limited liability company or partnership may be treated as a Subsidiary to the extent either (a) suchentity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation being the sole owner of such entity, or(b) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary. In addition, with respect to the Non-Section 423 Component, Subsidiary shall include any corporate or non-corporate entity in which the Company has a direct or indirect equity interest or significant businessrelationship. 

2.32    “***Trading Day***” means a day on which national stock exchanges in theUnited States are open for trading. 

2.33    “***Treas. Reg.***” means U.S. Department of theTreasury regulations. 

**ARTICLE III.**

**SHARES SUBJECT TO THE PLAN**

3.1    Number of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuantto rights granted under the Plan shall be 4,555,058 Shares. In addition to the foregoing, subject to Article VIII, on the first day of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2031, the numberof Shares available for issuance under the Plan shall be increased by that number of Shares equal to the lesser of (a) 1.0 % of the aggregate number of shares of Class A Common Stock and Class X Common Stock of the Company outstandingon the final day of the immediately preceding calendar year and (b) such smaller number of Shares as determined by the Board. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares notpurchased under such right shall again become available for issuance under the Plan. Notwithstanding anything in this Section 3.1 to the contrary, the number of Shares that may be issued or transferred pursuant to the rights granted under theSection 423 Component of the Plan shall not exceed an aggregate of 45,550,580 Shares, subject to Article VIII. 

3.2    Shares Distributed. Any Shares distributed pursuant to the Plan may consist, in whole or in part, ofauthorized and unissued Shares, treasury shares or Shares purchased on the open market. 

**ARTICLE IV.**

**OFFERING PERIODS; OFFERING DOCUMENTS; PURCHASE DATES**

4.1    Offering Periods. The Administrator may from time to time grant or provide for the grant of rights topurchase Shares under the Plan to Eligible Employees during one or more periods (each, an “***Offering Period***”) selected by the Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an“***Offering Document***” adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate and shall be incorporated by referenceinto and made part of the Plan and shall be attached hereto as part of the Plan. The provisions of separate Offerings or Offering Periods under the Plan need not be identical. 

4.2    Offering Documents. Each Offering Document with respect to an Offering Period shall specify (throughincorporation of the provisions of this Plan by reference or otherwise): 

(a)    the length of the Offering Period,which period shall not exceed twenty-seven months; 

 
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(b)    the maximum number of Shares that may be purchased by anyEligible Employee during such Offering Period, which, in the absence of a contrary designation by the Administrator, shall be 15,000 Shares; and 

(c)    such other provisions as the Administrator determines are appropriate, subject to the Plan. 

**ARTICLE V.**

**ELIGIBILITYAND PARTICIPATION**

5.1    Eligibility. Any Eligible Employee who shall be employed by the Company or aDesignated Subsidiary on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article V and, for the Section 423 Component, thelimitations imposed by Section 423(b) of the Code. 

5.2    Enrollment in Plan. 

(a)    Except as otherwise set forth in an Offering Document or determined by the Administrator, an Eligible Employee maybecome a Participant in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for such Offering Period (or such other date specified in the Offering Document) designated bythe Administrator and in such form as the Company provides. 

(b)    Each subscription agreement shall designate either(i) a whole percentage of such Eligible Employee’s Compensation or (ii) a fixed dollar amount, in either case, to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each Payday during theOffering Period as payroll deductions under the Plan. In either event, the designated percentage or fixed dollar amount may not be less than one percent (1%) and may not be more than the maximum percentage specified by the Administrator in theapplicable Offering Document (which percentage shall be twenty percent (20%) in the absence of any such designation) as payroll deductions. The payroll deductions made for each Participant shall be credited to an account for such Participant underthe Plan and shall be deposited with the general funds of the Company. 

(c)    A Participant may increase or decreasethe percentage of Compensation or the fixed dollar amount designated in his or her subscription agreement, subject to the limits of this Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period;*provided*, that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering Period in the applicable Offering Document (and in the absence of any specific designationby the Administrator, a Participant shall be allowed to decrease (but not increase) his or her payroll deduction elections one time during each Offering Period). Any such change or suspension of payroll deductions shall be effective with the firstfull payroll period following ten business days after the Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator in the applicable Offering Document). In the event aParticipant suspends his or her payroll deductions, such Participant’s cumulative payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next occurring Purchase Dateand shall not be paid to such Participant unless he or she withdraws from participation in the Plan pursuant to Article VII. 

 
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(d)    Except as otherwise set forth in an Offering Document ordetermined by the Administrator, a Participant may participate in the Plan only by means of payroll deduction and may not make contributions by lump sum payment for any Offering Period. 

5.3    Payroll Deductions. Except as otherwise provided in the applicable Offering Document, payroll deductions fora Participant shall commence on the first Payday following the Enrollment Date and shall end on the last Payday in the Offering Period to which the Participant’s authorization is applicable, unless sooner terminated by the Participant asprovided in Article VII or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively. Notwithstanding any other provisions of the Plan to the contrary, innon-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to theParticipant’s account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; *provided*, that, for any Offering under the Section 423 Component, the Administrator shall take intoconsideration any limitations under Section 423 of the Code when applying an alternative method of contribution. 

5.4    Effect of Enrollment. A Participant’s completion of a subscription agreement will enroll suchParticipant in the Plan for each subsequent Offering Period on the terms contained therein until the Participant either submits a new subscription agreement, withdraws from participation under the Plan as provided in Article VII or otherwisebecomes ineligible to participate in the Plan. 

5.5    Limitation on Purchase of Shares. An EligibleEmployee may be granted rights under the Section 423 Component only if such rights, together with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or any Subsidiary,as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of the fair market value of such stock (determined asof the first day of the Offering Period during which such rights are granted) for each calendar year in which such rights are outstanding at any time. This limitation shall be applied in accordance with Section 423(b)(8) of the Code. 

5.6    Suspension of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply withSection 423(b)(8) of the Code and Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan, a Participant’s payroll deductions may be suspended by the Administrator at any timeduring an Offering Period. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code, Section 5.5 or the other limitations set forthin this Plan shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date. 

5.7    Foreign Employees. In order to facilitate participation in the Plan, the Administrator may provide for suchspecial terms applicable to Participants who are citizens or residents a foreign jurisdiction, or who are employed by a Designated Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodatedifferences in local law, tax policy or custom. Except as permitted by Section 423 of the Code, with respect to the Section 423 Component, such special terms may not be more favorable than the terms of rights granted under theSection 423 Component to Eligible Employees who are residents of the United States. Such special terms may be set forth in an addendum to the Plan in the form of an appendix or sub-plan (which appendix orsub-plan may be designed to govern Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). To the extentthat the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern. Theadoption of any such appendix or sub-plan shall be pursuant to Section 11.2(g). Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect toParticipants who are 

 
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foreign nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries from participation in the Plan, eligibility toparticipate, the definition of Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures, establishment of bankor trust accounts to hold payroll deductions or contributions. 

5.8    Leave of Absence. During leaves ofabsence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under the Code, a Participant may continue participation in the Plan by making cash payments to theCompany on his or her normal Payday equal to the Participant’s authorized payroll deduction. 

**ARTICLE VI.**

**GRANT AND EXERCISE OF RIGHTS**

6.1    Grant of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating insuch Offering Period shall be granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in Section 5.5, and shall have the right to buy, on each Purchase Date during such Offering Period(at the applicable Purchase Price), such number of whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such Purchase Date and retained in the Participant’s account as of thePurchase Date, by (b) the applicable Purchase Price (rounded down to the nearest Share). The right shall expire on the earliest of: (x) the last Purchase Date of the Offering Period, (y) the last day of the Offering Period, and(z) the date on which the Participant withdraws in accordance with Section 7.1 or Section 7.3. 

6.2    Exercise of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and anyother additional payments specifically provided for in the applicable Offering Document will be applied to the purchase of whole Shares, up to the maximum number of Shares permitted pursuant to the terms of the Plan and the applicable OfferingDocument, at the Purchase Price. No fractional Shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically provides otherwise. Any cash in lieu of fractional Shares remaining after thepurchase of whole Shares upon exercise of a purchase right will be credited to a Participant’s account and carried forward and applied toward the purchase of whole Shares for the next following Offering Period. Shares issued pursuant to thePlan may be evidenced in such manner as the Administrator may determine and may be issued in certificated form or issued pursuant to book-entry procedures. 

6.3    Pro Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number ofShares with respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment Date of the applicable Offering Period, or (b) the number of Shares available forissuance under the Plan on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in asuniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Shares are to be exercised pursuant to this Article VI on such Purchase Date, and shalleither (i) continue all Offering Periods then in effect, or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro rata allocation of the Shares available on the Enrollment Date ofany 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. The balance of the amountcredited to the account of each Participant that has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date or such earlier date as determined bythe Administrator. 

 
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6.4    Withholding. At the time a Participant’s rights underthe Plan are exercised, in whole or in part, or at the time some or all of the Shares issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, ifany, that arise upon the exercise of the right or the disposition of the Shares. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s Compensation or Shares received pursuant to the Plan the amountnecessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Shares by the Participant.****

6.5    Conditions to Issuance of Shares. The Company shall not be required to issue or deliver anycertificate or certificates for, or make any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stockexchanges, if any, on which the Shares are then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission orany other governmental regulatory body, that the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency that theAdministrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights, if any; and(e) the lapse of such reasonable period of time following the exercise of the rights as the Administrator may from time to time establish for reasons of administrative convenience. 

**ARTICLE VII.**

**WITHDRAWAL; CESSATION OF ELIGIBILITY**

7.1    Withdrawal. A Participant may withdraw all but not less than all of the payroll deductions credited to hisor her account and not yet used to exercise his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company no later than one week prior to the end of the Offering Period (or such shorter orlonger period as may be specified by the Administrator in the applicable Offering Document). All of the Participant’s payroll deductions credited to his or her account during an Offering Period shall be paid to such Participant as soon asreasonably practicable after receipt of notice of withdrawal and such Participant’s rights for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for such OfferingPeriod. If a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the next Offering Period unless the Participant timely delivers to the Company a new subscription agreement. 

7.2    Future Participation. A Participant’s withdrawal from an Offering Period shall not have any effect uponhis or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in subsequent Offering Periods that commence after the termination of the Offering Period from which the Participantwithdraws. 

7.3    Cessation of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee forany reason, he or she shall be deemed to have elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s account during the Offering Period shall be paid to such Participant or,in the case of his or her death, to the person or persons entitled thereto under Section 12.4, as soon as reasonably practicable, and such Participant’s rights for the Offering Period shall be automatically terminated. If a Participanttransfers employment from the Company or any Designated Subsidiary participating in the Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component, such transfershall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however, any 

 
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contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant shallimmediately join the then-current Offering under the Non-Section 423 Component upon the same terms and conditions in effect for the Participant’s participation in the Section 423 Component, exceptfor such modifications otherwise applicable for Participants in such Offering. A Participant who transfers employment from any Designated Subsidiary participating in the Non-Section 423 Component to theCompany or any Designated Subsidiary participating in the Section 423 Component shall not be treated as terminating the Participant’s employment and shall remain a Participant in the Non-Section 423Component until the earlier of (i) the end of the current Offering Period under the Non-Section 423 Component or (ii) the Enrollment Date of the first Offering Period in which the Participant iseligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between entities participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code. 

**ARTICLE VIII.**

**ADJUSTMENTS UPON CHANGES IN SHARES**

8.1    Changes in Capitalization. Subject to Section 8.3, in the event that the Administrator determines thatany dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), change in control, reorganization, merger, amalgamation, consolidation, combination, repurchase, redemption, recapitalization,liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchaseShares or other securities of the Company, or other similar corporate transaction or event, as determined by the Administrator, affects the Shares such that an adjustment is determined by the Administrator to be appropriate in order to preventdilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any outstanding purchase rights under the Plan, the Administrator shall make equitable adjustments, if any,to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and thelimitations established in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es) and number of Shares and price per Share subject to outstanding rights; and (c) thePurchase Price with respect to any outstanding rights. 

8.2    Other Adjustments. Subject to Section 8.3,in the event of any transaction or event described in Section 8.1 or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate (includingwithout limitation, any change in control), or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of thefollowing actions whenever the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any rightunder the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: 

(a)    To provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any,equal to the amount that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding right with other rights or property selected by the Administrator in itssole discretion; 

(b)    To provide that the outstanding rights under the Plan shall be assumed by the successor orsurvivor corporation, or a Parent or Subsidiary thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a Parent or Subsidiary thereof, with appropriate adjustments as to the number andkind of shares and prices; 

 
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(c)    To make adjustments in the number and type of Shares (or othersecurities or property) subject to outstanding rights under the Plan and/or in the terms and conditions of outstanding rights and rights that may be granted in the future; 

(d)    To provide that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the nextoccurring Purchase Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering Period(s) shall be terminated; and 

(e)    To provide that all outstanding rights shall terminate without being exercised. 

8.3    No Adjustment Under Certain Circumstances. Unless determined otherwise by the Administrator, no adjustmentor action described in this Article VIII or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Section 423 Component of the Plan to fail to satisfy the requirements ofSection 423 of the Code. 

8.4    No Other Rights. Except as expressly provided in the Plan, no Participantshall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, orconsolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible intoshares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights. 

**ARTICLE IX.**

**AMENDMENT,MODIFICATION AND TERMINATION**

9.1    Amendment, Modification and Termination. The Administrator may amend,suspend or terminate the Plan at any time and from time to time; *provided,*that approval of the Company’s stockholders shall be required to amend the Plan to: (a) increase the aggregate number, or change the type, of shares that maybe sold pursuant to rights under the Plan under Section 3.1 (other than an adjustment as provided by Article VIII) or (b) change the corporations or classes of corporations whose employees may be granted rights under the Plan. 

9.2    Certain Changes to Plan. Without stockholder consent and without regard to whether any Participant rightsmay be considered to have been adversely affected (and, with respect to the Section 423 Component of the Plan, after taking into account Section 423 of the Code), the Administrator shall be entitled to change or terminate the OfferingPeriods, add or revise Offering Period share limits, limit the frequency and/or number of changes in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency otherthan 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 payroll withholding elections, establish reasonable waiting andadjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish suchother limitations or procedures as the Administrator determines in its sole discretion to be advisable that are consistent with the Plan. 

 
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9.3    Actions In the Event of Unfavorable Financial AccountingConsequences. In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable,modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 

(a)    altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the changein Purchase Price; 

(b)    shortening any Offering Period so that the Offering Period ends on a new Purchase Date,including an Offering Period underway at the time of the Administrator action; and 

(c)    allocating Shares. 

Such modifications or amendments shall not require stockholder approval or the consent of any Participant. 

9.4    Payments Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s Planaccount shall be refunded as soon as practicable after such termination, without any interest thereon, or the Offering Period may be shortened so that the purchase of Shares occurs prior to the termination of the Plan. 

**ARTICLE X.**

**TERM OF PLAN**

The Plan shall become effective on the Effective Date. The effectiveness of the Section 423 Component of the Plan shall besubject to approval of the Plan by the Company’s stockholders within twelve months following the date the Plan is first approved by the Board. No right may be granted under the Section 423 Component of the Plan prior to such stockholderapproval. The Plan shall remain in effect until terminated under Section 9.1. No rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan. 

**ARTICLE XI.**

**ADMINISTRATION**

11.1    Administrator. Unless otherwise determined by the Board, the Administrator of the Plan shall be theCompensation Committee of the Board (or another committee or a subcommittee of the Board to which the Board delegates administration of the Plan). The Board may at any time vest in the Board any authority or duties for administration of the Plan.The Administrator may delegate administrative tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including establishing and maintaining an individual securities account under the Plan for eachParticipant. 

11.2    Authority of Administrator. The Administrator shall have the power, subject to, andwithin the limitations of, the express provisions of the Plan: 

(a)    To determine when and how rights to purchaseShares shall be granted and the provisions of each offering of such rights (which need not be identical). 

(b)    Todesignate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without the approval of the stockholders of the Company. 

 
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(c)    To impose a mandatory holding period pursuant to which Employeesmay not dispose of or transfer Shares purchased under the Plan for a period of time determined by the Administrator in its discretion. 

(d)    To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules andregulations for its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(e)    To amend, suspend or terminate the Plan as provided in Article IX. 

(f)    Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient topromote the best interests of the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code for the Section 423 Component.

(g)    The Administrator may adopt sub-plans applicable to particularDesignated Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may takeprecedence over other provisions of this Plan, with the exception of Section 3.1 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. 

11.3    Decisions Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to thePlan, any subscription agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties. 

**ARTICLE XII.**

**MISCELLANEOUS**

12.1    Restriction upon Assignment.****A right granted under the Plan shall not be transferable other than bywill or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. Except as provided in Section 12.4 hereof, a right under the Plan may not be exercised to any extentexcept by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the Participant’s interest in the Plan, the Participant’s rights under the Plan or any rights thereunder.

12.2    Rights as a Stockholder. With respect to Shares subject to a right granted under the Plan, aParticipant shall not be deemed to be a stockholder of the Company, and the Participant shall not have any of the rights or privileges of a stockholder, until such Shares have been issued to the Participant or his or her nominee following exerciseof the Participant’s rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property) or distribution or other rights for which the record date occurs prior to the dateof such issuance, except as otherwise expressly provided herein or as determined by the Administrator. 

12.3    Interest. No interest shall accrue on the payroll deductions or contributions of a Participant under thePlan. 

12.4    Designation of Beneficiary. 

(a)    A Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who isto receive any Shares and/or cash, if any, from the Participant’s account 

 
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under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of suchShares and cash. In addition, a Participant may file a written 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 theParticipant’s rights under the Plan. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary shall not be effective without the priorwritten consent of the Participant’s spouse. 

(b)    Such designation of beneficiary may be changed by theParticipant at any time by written notice to the Company. 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 shalldeliver 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 Sharesand/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. 

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

12.6    Equal Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights andprivileges under the Section 423 Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Subject to Section 5.7, anyprovision of the Section 423 Component that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, be reformed to comply with the equal rights and privilegesrequirement of Section 423 of the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as other Eligible Employees participating in the Non-Section 423 Component or as Eligible Employees participating in the Section 423 Component. 

12.7    Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by theCompany for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 

12.8    No Employment Rights. Nothing in the Plan shall be construed to give any person (including any EligibleEmployee or Participant) the right to remain in the employ of the Company or any Parent or Subsidiary or affect the right of the Company or any Parent or Subsidiary to terminate the employment of any person (including any Eligible Employee orParticipant) at any time, with or without cause. 

12.9    Notice of Disposition of Shares. Each Participantshall give prompt notice to the Company of any disposition or other transfer of any Shares purchased upon exercise of a right under the Section 423 Component of the Plan if such disposition or transfer is made: (a) within two years fromthe Enrollment Date of the Offering Period in which the Shares were purchased or (b) within one year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition or other transfer and theamount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer. 

 
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12.10    Governing Law. The Plan and any agreements hereundershall be administered, interpreted and enforced in accordance with the laws of the State of Delaware, disregarding any state’s choice of law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

12.11    Electronic Forms. To the extent permitted by Applicable Law and in the discretion of theAdministrator, an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering Period, the Administrator shall prescribe the time limitswithin which any such electronic form shall be submitted to the Administrator with respect to such Offering Period in order to be a valid election. 

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