EX-10.2





 Exhibit 10.2 

THOUGHTWORKS HOLDING, INC. 
  

 
 2021 EMPLOYEE
STOCK PURCHASE PLAN 
  
  

ARTICLE I 
 PURPOSE

 The Plan’s purpose is to assist employees of the Company and its Designated Companies in acquiring a share ownership interest in
the Company, help such employees provide for their future security and encourage them to remain in the employment of the Company and its Subsidiaries and Affiliates. 

The Plan consists of two components: the Section 423 Component and 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 construed in a manner consistent with the requirements of
Section 423 of the Code. In addition, the Plan authorizes the grant of Options under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee stock
purchase plan” under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-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 the Designated Companies
in locations outside of the United States. Except as otherwise provided herein or determined by the Administrator, the Non-Section 423 Component 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 the Administrator at or prior to the time of such Offering. 

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 may participate, provided that the terms of participation are the 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 for simultaneous Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan. 

ARTICLE II 
 DEFINITIONS

 As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates
otherwise: 
 2.1    “Administrator” means the Committee or such individual(s) to whom
authority to administer the Plan has been delegated under Section 7.1 hereof. 

2.2    “Affiliate” means a corporation or other entity controlled by, controlling or under
control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person, means the possession, directly or indirectly, of
the power to direct or cause the direction of management and policies of such person, whether through the ownership of voting or other securities, by contract or otherwise. 












 2.3    “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. 

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

2.5    “Change in Control” has the meaning set forth in the Company’s 2021 Omnibus
Incentive Plan. 
 2.6    “Code” means the U.S. Internal Revenue Code of 1986, as amended
from time to time. Any reference to any section of the Code shall also be a reference to any successor provision and any guidance and treasury regulation promulgated thereunder. 

2.7    “Committee” means the Compensation and Talent Committee of the Board. 

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

 2.9    “Company” means Thoughtworks Holding, Inc., a Delaware corporation, and its
successors by operation of law. 
 2.10    “Compensation” of an Employee means the
regular straight-time earnings or base salary received by such Employee as compensation for services to the Company or any Designated Company, determined before giving effect to any salary reduction agreement pursuant to (a) a qualified cash or
deferred arrangement (within the meaning of Section 401(k) of the Code) or (b) a cafeteria plan (within the meaning of Section 125 of the Code). Compensation shall exclude any annual incentive compensation or other payments made under
any bonus program, commissions, payments received for overtime and shift premiums, vacation pay, holiday pay, jury duty pay, funeral leave pay, military leave pay, education or tuition reimbursements, travel expenses, business and moving
reimbursements, imputed income arising under any group insurance or benefit program, income received in connection with any share options, share appreciation rights, restricted shares, restricted share units or other compensatory equity awards,
fringe benefits, other special or one-time payments (e.g., retention or sign-on bonuses) and all contributions made by the Company or any Designated Subsidiary for the
Employee’s benefit under any employee benefit plan now or hereafter established. The Administrator, in its discretion, may establish a different definition of Compensation for an Offering, which for the Section 423 Component shall apply on
a uniform and nondiscriminatory basis. Further, the Administrator will have discretion to determine the application of this definition to Eligible Employees outside the United States. 

2.11    “Designated Company” means each Affiliate and Subsidiary, including any Affiliate
and Subsidiary in existence on the Effective Date and any Affiliate and Subsidiary formed or acquired following the Effective Date, that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in
the Plan, in accordance with Section 7.2 hereof, such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Company
may participate in either the Section 423 Component or the Non-Section 423 Component, but not both. Notwithstanding the foregoing, if any Affiliate or Subsidiary is disregarded for U.S. federal
income tax purposes in respect of the Company or any Designated Company participating in the Section 423 Component, then such disregarded Affiliate or Subsidiary shall automatically be a Designated Company participating in the Section 423
Component. If any Affiliate or Subsidiary is disregarded for U.S. federal income tax purposes in respect of any Designated Company participating in the Non-Section 423 Component, the Administrator
may exclude such Affiliate or Subsidiary from participating in the Plan, notwithstanding that the Designated Company in respect of which such Affiliate or Subsidiary is disregarded may participate in the Plan. 












 2.12    “Effective Date” means the date
the Plan is adopted by the Board, subject to approval of the Company’s shareholders. 

2.13    “Eligible Employee” means any Employee of the Company or a Designated Company who
has completed at least six (6) months of continuous service with the Company. Unless prohibited by applicable law, the Administrator, in its discretion, may also exclude any Employee: 

(a)    who is customarily scheduled to work twenty (20) hours or less per week; 

(b)    whose customary employment is not more than five (5) months in a calendar year; 

(c)    who is not employed by the Company or a Designated Company prior to the applicable Enrollment Date; 

(d)    who is a “highly compensated employee” of the Company or any Designated Company (within the meaning of
Section 414(q) of the Code) or who is such a “highly compensated employee” (A) with compensation above a specified level, (B) who is an officer or (C) who is subject to the disclosure requirements of Section 16(a) of
the Exchange Act; and/or 
 (e)    who is a citizen or resident of a jurisdiction outside the United States (without
regard to whether they are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)), if either (i) the grant of the Option is prohibited under the laws of the jurisdiction governing
such Employee or (ii) compliance with the laws of the jurisdiction would cause the Section 423 Component, any Offering thereunder or any Option granted thereunder to violate the requirements of Section 423 of the Code;
provided that any exclusion shall be applied in an identical manner under each Offering to all Employees in accordance with Treas. Reg. § 1.423-2(e). 

Notwithstanding the foregoing, any Employee who, after the granting of the Option, would be deemed for purposes of Section 423(b)(3) of the Code to
possess 5% or more of the total combined voting power or value of all classes of shares of the Company or any Subsidiary shall not be an Eligible Employee. For purposes of the preceding sentence, the rules of Section 424(d) of the Code with
regard to the attribution of share ownership shall apply in determining the share ownership of an individual, and shares which an Employee may purchase under outstanding Options under the Plan shall be treated as shares owned by the Employee. 

Further, with respect to the Non-Section 423 Component, (A) the Administrator may limit eligibility
further within a Designated Company so as to only designate some Employees of a Designated Company as Eligible Employees, and (B) to the extent any restrictions in this definition are not consistent with applicable local laws, the applicable
local laws shall control. 
 2.14    “Employee” means any person who renders services to
the Company or a Designated Company in the status of an employee within the meaning of Section 3401(c) of the Code. “Employee” shall not include any director of the Company or a Designated Company who does not render services to the
Company or a Designated Company in the status of an employee within the meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military
leave, sick leave or other leave of absence approved by the Company or a Designated Company and meeting the requirements of Treas. Reg. § 1.421-1(h)(2). Where the period of leave exceeds three
(3) months, or such other period specified in Treas. Reg. § 1.421-1(h)(2), and the 












 
individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following
such three (3)-month period, or such other period specified in Treas. Reg. § 1.421-1(h)(2). 

2.15    “Enrollment Date” means the first date of each Offering Period. 

2.16    “Exercise Date” means the last day of each Purchase Period, except as provided in
Section 5.2 hereof. 
 2.17    “Exchange Act” means the U.S. Securities Exchange Act
of 1934, as amended from time to time. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section and any comparable
provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 

2.18    “Fair Market Value” means, as of any date, the value of the Common Stock determined
as follows: 
 (a)    If the Common Stock is (i) listed on any established securities exchange (such as the New York
Stock Exchange or Nasdaq Stock Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, the Fair Market Value of a Share shall be the closing sales price for a Share as quoted on
such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; 
 (b)     If the Common Stock is not
listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, the Fair Market Value of a Share shall be the mean of the high bid and
low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or 
 (c)    If the Common Stock is
neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, the Fair Market Value of a Share shall be established by the Administrator in good
faith. 
 2.19    “Grant Date” means the first day of an Offering Period. 

2.20    “New Exercise Date” has the meaning set forth in Section 5.2(b) hereof. 

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

2.22    “Offering” means an offer under the Plan of an Option that may be exercised during
an Offering Period as further described in Article 4 hereof. Unless otherwise specified by the Administrator, each Offering to Eligible Employees shall be deemed a separate Offering, even if the dates and other terms













 
of the applicable Purchase Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To 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). 

2.23    “Offering Period” means the periods of approximately six (6) months during
which Options shall be granted to Participants, commencing on such Trading Day as designated by the Administrator and terminating on a Trading Day approximately six (6) months later, each as determined by the Administrator in its sole
discretion. The duration and timing of Offering Periods may be established or changed by the Administrator at any time, in its sole discretion, and may consist of one (1) or more Purchase Periods. Notwithstanding the foregoing, in no event may
an Offering Period exceed twenty-seven (27) months. 
 2.24    “Option” means the
right to purchase Shares pursuant to the Plan during each Offering Period. 
 2.25    “Option
Price” means the purchase price of a Share hereunder as provided in Section 4.2 hereof. 

2.26    “Parent” means any entity that is a parent corporation of the Company within the
meaning of Section 424 of the Code. 
 2.27    “Participant” means any Eligible
Employee who elects to participate in the Plan. 
 2.28    “Payday” means the regular and
recurring established day for payment of Compensation to an Employee. 
 2.29    “Plan”
means this Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section 423 Component and any other sub-plans or
appendices hereto, as amended from time to time. 
 2.30    “Plan Account” means a
bookkeeping account established and maintained by the Company in the name of a Participant. 

2.31    “Purchase Period” means the period commencing on the first Trading Day of each
Offering Period and terminating on the last Trading Day of each Offering Period, as determined by the Administrator in its sole discretion. The duration and timing of Purchase Periods may be established or changed by the Administrator at any time,
in its sole discretion. Notwithstanding the foregoing, in no event may a Purchase Period exceed the duration of the Offering Period under which it is established. 

2.32    “Section 409A” means the nonqualified deferred
compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder. 

2.33    “Section 423 Component” means those Offerings
under the Plan that are intended to meet the requirements under Section 423(b) of the Code. 

2.34    “Shares” means shares of Common Stock. 

2.35    “Subsidiary” means any subsidiary corporation of the Company within the meaning of
Section 424(f) of the Code. 













2.36    “Tax-Related 
Items” means any U.S. and non-U.S. federal, provincial, state and/or local taxes (including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment
tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with his or her participation in the Plan. 

2.37    “Trading Day” means a day on which the national stock exchange upon which the
Common Stock is listed is open for trading. 
 2.38    “Treas. Reg.” means U.S.
Department of the Treasury regulations. 
 2.39    “Withdrawal Election” has the meaning
set forth in Section 6.1(a) hereof. 
 ARTICLE III 

PARTICIPATION 

3.1    Eligibility. 

(a)    Any Eligible Employee who is employed by the Company or a Designated Company 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 Articles 4 and 5 hereof, and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code.

 (b)     No Eligible Employee shall be granted an Option under the Section 423 Component which permits the
Participant to purchase Shares under the Plan, and to purchase shares under all other employee stock purchase plans of the Company, any Parent or any Subsidiary subject to Section 423 of the Code, at a rate that exceeds USD 25,000 of Fair
Market Value of such shares (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at any time. The limitation under this Section 3.1(b) shall be applied in accordance with
Section 423(b)(8) of the Code. 
 3.2    Election to Participate; Payroll Deductions. 

(a)    Each individual who is an Eligible Employee as of an Offering Period’s Enrollment Date may elect to
participate in such Offering Period and the Plan by delivering to the Company, or an Agent designated by the Company, an enrollment form including a payroll deduction authorization (which may be in an electronic format or such other method as
determined by the Company in accordance with the Company’s practices) (a “Participation Election”) no later than the period of time prior to the applicable Enrollment Date determined by the Administrator, in its sole
discretion. Except as provided in Section 3.2(e) hereof, an Eligible Employee may participate in the Plan only by means of payroll deduction. 

(b)    Subject to Section 3.1(b) hereof and except as may otherwise be determined by the Administrator, payroll
deductions (i) shall equal at least 1% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date, but not more than 15% of the Participant’s Compensation as of each Payday of
the Offering Period following the Enrollment Date; and (ii) shall be expressed as a whole number percentage. Subject to Section 3.2(e) hereof, amounts deducted from a Participant’s Compensation with respect to an Offering Period
pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited to the Participant’s Plan Account. 

(c)    Unless otherwise determined by the Administrator, following at least one (1) payroll deduction, a Participant
may increase or decrease the percentage of Compensation or the fixed dollar amount designated in his or her enrollment form, subject to the limits of this Section 3.2, or may suspend 












 
his or her payroll deductions, at any time during an Offering Period; provided, however, 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 (and in the absence of any specific designation by the Administrator, a Participant shall only be allowed to decrease his or her payroll deduction election one
(1) time during each Offering Period and shall not be permitted to increase his or her payroll deduction at any time during an Offering Period). Any such change or suspension of payroll deductions shall be effective with the first full payroll
period following ten (10) business days after the Company’s receipt of the new enrollment form (or such shorter or longer period as may be specified by the Administrator in the applicable Offering). In the event a Participant 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 Exercise Date and shall not be paid to
such Participant unless he or she withdraws from participation in the Plan pursuant to Section 6.1. 
 (d)    Upon
the completion of an Offering Period, each Participant in such Offering Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage as in effect at the termination of such Offering
Period, unless such Participant delivers to the Company or an Agent designated by the Company a different Participation Election with respect to the successive Offering Period in accordance with Section 3.2(a) hereof, or unless such Participant
becomes ineligible for participation in the Plan. 
 (e)    Notwithstanding any other provisions of the Plan to the
contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited or otherwise problematic under applicable local laws (as determined by the Administrator
in its sole discretion), the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s Plan Account in a form acceptable to the Administrator in lieu of or in addition to payroll
deductions; provided, however, that, for any Offering under the Section 423 Component, the Administrator must determine that any alternative method of contribution is applied on an equal and uniform basis to all Eligible Employees in the
Offering. Any reference to “payroll deductions” in this Section 3.2 (or in any other section of the Plan) will similarly cover contributions by other means made pursuant to this Section 3.2(e). 

ARTICLE IV 
 PURCHASE OF
SHARES 
 4.1    Grant of Option. The Company may make one or more Offerings under the Plan,
which may be successive or overlapping with one another, until the earlier of: (a) the date on which all Shares available under the Plan have been purchased and (b) the date on which the Plan is suspended or terminates. No Offering shall
commence prior to the date on which the Company’s registration statement on Form S-8 is filed with the U.S. Securities and Exchange Commission in respect of the Plan. The Administrator shall
designate the terms and conditions of each Offering in writing, including, without limitation, the Offering Period and the Purchase Periods. Each Participant shall be granted an Option with respect to an Offering Period on the applicable Grant Date.
Subject to the limitations of Section 3.1(b) hereof, the number of Shares subject to a Participant’s Option shall be determined by dividing (i) such Participant’s payroll deductions accumulated prior to an Exercise Date and
retained in the Participant’s Plan Account on such Exercise Date by (ii) the applicable Option Price. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of Shares that a
Participant may purchase during any 












 
Purchase Periods under such future Offering Periods. Each Option shall expire on the last Exercise Date for the applicable Offering Period, immediately after the automatic exercise of the Option
in accordance with Section 4.3 hereof, unless such Option terminates earlier in accordance with Article 6 hereof. 

4.2     Option Price. The Option Price shall equal 85% of the lesser of the Fair Market Value of
a Share on (a) the applicable Grant Date and (b) the applicable Exercise Date, or such other price designated by the Administrator. 

4.3    Purchase of Shares. 

(a)    On each Exercise Date for an Offering Period, each Participant shall, automatically and without any action on such
Participant’s part, be deemed to have exercised the Participant’s Option to purchase at the applicable Option Price the largest number of whole Shares which can be purchased with the amount in the Participant’s Plan Account, subject
to the limitations set forth in the Plan. Unless otherwise determined by the Administrator in advance of an Offering or in accordance with applicable law, any balance that is remaining in the Participant’s Plan Account (after exercise of such
Participant’s Option) as of the Exercise Date shall be carried forward into the next Offering Period, unless the Participant has properly elected to withdraw from the Plan or has ceased to be an Eligible Employee and further subject to the
maximum limitations set forth in Section 3.1(b) and Section 4.1. Any balance not carried forward to the next Offering Period in accordance with the prior sentence shall promptly be refunded as soon as administratively practicable to the
applicable Participant. 
 (b)    As soon as practicable following each Exercise Date, the number of Shares purchased by
such Participant pursuant to Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form), in the Company’s sole discretion, to either (i) the Participant or (ii) an account established in the
Participant’s name at a stock brokerage or other financial services firm designated by the Company. The Company may require that shares be retained with such brokerage or firm for a designated period of time and/or may establish procedures to
permit tracking of disqualifying dispositions of such shares. 
 4.4    Transferability of Rights.
An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to
the Option shall be available to pay off any debts, contracts or engagements of the Participant or the Participant’s successors in interest or be subject to disposition by pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempt at disposition of the Option shall have no effect. 

ARTICLE V 
 PROVISIONS
RELATING TO COMMON STOCK 
 5.1    Shares Reserved. Subject to adjustment as provided in
Section 5.2 hereof, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be the sum of (a) 7,483,586 Shares and (b) an annual increase on the first day of each calendar year during the term of
the Plan, beginning on January 1, 2022 and occurring annually thereafter, with the last such annual increase occurring on January 1, 2031, in an amount equal to the lesser of (i) 1% of the total number of Shares outstanding on the last day
of the immediately preceding calendar year and (ii) such smaller number of Shares as may be 












 
determined by the Board. For the avoidance of doubt, up to the maximum number of Shares reserved under this Section 5.1 may be used to satisfy purchases of Shares under the Section 423
Component and any remaining portion of such maximum number of Shares may be used to satisfy purchases of Shares under the Non-Section 423 Component. Shares made available for sale under the Plan may be
authorized but unissued shares or treasury Shares. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance under the Plan.

 5.2    Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset
Sale. 
 (a)    Changes in Capitalization. Subject to any required action by the shareholders of the
Company, the number of Shares which have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the number of Shares covered by each Option under the Plan which has not yet been exercised,
shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination, amalgamation, consolidation, reorganization, arrangement or
reclassification of the Shares, or any other increase or decrease in the number Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option. 

(b)    Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the
Offering Periods then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”) and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Administrator. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify each Participant in writing, at least ten (10) business days 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 shall 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 6.1 hereof or the Participant has ceased to be an Eligible Employee as provided in Section 6.2 hereof. 

(c)    Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, each outstanding Option shall be assumed, or an equivalent Option substituted, by the successor corporation or a parent or subsidiary of the successor corporation. If the
successor corporation refuses to assume or substitute for the Option, any Offering Periods then in progress shall be shortened by setting a New Exercise Date, and any Offering Periods then in progress shall end on the New Exercise Date. The New
Exercise Date shall be before the date of the Company’s proposed sale or merger. The Administrator shall notify each Participant in writing, at least ten (10) business days 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 shall 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 6.1 hereof or the Participant has ceased to be an Eligible Employee as provided in Section 6.2 hereof. 

5.3    Insufficient Shares. If the Administrator determines that, on a given Exercise Date, the
number of Shares with respect to which Options are to be exercised may exceed the number of Shares 












 
remaining available for sale under the Plan on such Exercise Date, the Administrator shall make a pro rata allocation of the Shares available for issuance on such Exercise Date in as uniform a
manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants exercising Options to purchase Shares on such Exercise Date, and unless additional shares are authorized for issuance under the
Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.5 hereof. If an Offering Period is so terminated, then the balance of the amount credited to the Participant’s Plan Account which has not
been applied to the purchase of Shares shall be paid to such Participant in one (1) lump sum in cash within thirty (30) days after such Exercise Date, without any interest thereon (except as may be required by applicable local laws). 

5.4    Rights as Shareholders. With respect to Shares subject to an Option, a Participant shall not
be deemed to be a shareholder of the Company and shall not have any of the rights or privileges of a shareholder. A Participant shall have the rights and privileges of a shareholder of the Company when, but not until, the Shares have been deposited
in the designated brokerage account following exercise of the Participant’s Option. 
 ARTICLE VI 

TERMINATION OF PARTICIPATION 

6.1    Cessation of Contributions; Voluntary Withdrawal. 

(a)    A Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by
delivering written notice of such election to the Company or an Agent designated by the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established by the Administrator (a “Withdrawal
Election”). In the event a Participant elects to withdraw from the Plan, amounts then credited to such Participant’s Plan Account shall be returned to the Participant in one (1) lump sum payment in cash within thirty
(30) days after such election is received by the Company, without any interest thereon (except as may be required by applicable local laws), and the Participant shall cease to participate in the Plan and the Participant’s Option for such
Offering Period shall terminate upon receipt of the Withdrawal Election.  
 (b)     A
Participant’s withdrawal from the Plan shall not have any effect upon the Participant’s eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the
termination of the Offering Period from which the Participant withdraws. 
 (c)    A Participant who ceases
contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the Plan during that Offering Period. 

6.2    Termination of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee, for
any reason, such Participant’s Option for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from the Plan and any balance on such Participant’s Plan Account shall be
paid to such Participant or, in the case of the Participant’s death, to the person or persons entitled thereto pursuant to applicable law, within thirty (30) days after such cessation of being an Eligible Employee, without any interest
thereon (except as may be required by applicable local laws). If a Participant transfers employment from the Company or any Designated Company participating in the Section 423 Component to any Designated Company participating in the Non-Section 423 Component, such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however, any
contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant shall immediately 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, except for such modifications otherwise applicable for Participants in such Offering. A
Participant who transfers employment from any Designated Company participating in the Non-Section 423 Component to the Company or any Designated Company 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 423 Component until the earlier of (a) the end of the current
Offering Period under the Non-Section 423 Component and (b) the Enrollment Date of the first Offering Period in which the Participant is eligible to participate following such transfer.
Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between companies participating in the Section 423 Component and
the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code. 

ARTICLE VII 
 GENERAL
PROVISIONS 
 7.1    Administration. 

(a)    The Plan shall be administered by the Committee, which shall be composed of members of the Board. The Committee may
delegate administrative tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including, without limitation, determining the Designated Companies participating in the Plan, establishing and
maintaining an individual securities account under the Plan for each Participant, determining enrollment and withdrawal deadlines and determining exchange rates. In its absolute discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Administrator under the Plan. 
 (b)    It shall be the duty of the Administrator
to conduct the general administration of the Plan in accordance with the provisions of the Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan, to: 

(i)    establish and terminate Offerings; 

(ii)    determine when and how Options shall be granted and the provisions and terms of each Offering
(which need not be identical); 
 (iii)    select Designated Companies in accordance with
Section 7.2 hereof; and 
 (iv)    construe and interpret the Plan, the terms of any Offering and
the terms of the Options and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a manner and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section 423 of the Code for the Section 423
Component. 
 (c)    The Administrator may adopt rules or procedures relating to the operation and administration of the
Plan to accommodate the specific requirements of local laws and procedures, provided that the adoption and implementation of any such rules and/or procedures would not cause the Section 423 Component to be in noncompliance with
Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding handling of participation elections, payroll deductions, payment of interest,
conversion of local currency, payroll tax, withholding procedures and handling of share certificates which vary with local requirements. 












 (d)    The Administrator may
adopt sub-plans applicable to particular Designated Companies 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 take precedence over other provisions of the Plan, with the exception of Section 5.1 hereof, but unless otherwise superseded by the
terms of such sub-plan, the provisions of the Plan shall govern the operation of such sub-plan. 

(e)    All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall
be borne by the Company. The Administrator may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator and the Company and its officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the
Board or Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options, and all members of the Board or Administrator shall be fully protected by the Company in
respect to any such action, determination or interpretation. Any and all risks resulting from any market fluctuations or conditions of any nature and affecting the price of Shares are assumed by the Participant. 

7.2    Designation of Affiliates and Subsidiaries. The Administrator shall designate from time to
time the Affiliates and Subsidiaries that shall constitute Designated Companies and determine whether such Designated Companies shall participate in the Section 423 Component or Non-Section 423
Component; provided, however, that an Affiliate that does not also qualify as a Subsidiary may be designated only as participating in the Non-Section 423 Component. The Administrator may
designate an Affiliate or Subsidiary, or terminate the designation of an Affiliate or Subsidiary, without the approval of the shareholders of the Company. 

7.3    Reports. Individual accounts shall be maintained for each Participant in the Plan. Statements
of Plan Accounts shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Option Price, the number of shares purchased and the remaining cash balance, if any. 

7.4    No Right to Employment. Nothing in the Plan shall be construed to give any person (including
any Participant) the right to remain in the employ of the Company, a Parent, a Subsidiary or an Affiliate or to affect the right of the Company, any Parent, any Subsidiary or any Affiliate to terminate the employment of any person (including any
Participant) at any time, with or without cause, which right is expressly reserved. 
 7.5    Amendment and
Termination of the Plan. 
 (a)    The Board may, in its sole discretion, amend, suspend or terminate the Plan
at any time and from time to time. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision), with respect to the Section 423 Component, or any other applicable law, regulation or stock exchange
rule, the Company shall obtain shareholder approval of any such amendment to the Plan in such a manner and to such a degree as required by Section 423 of the Code or such other law, regulation or rule. 

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












 (i)    altering the Option Price for any Offering
Period, including an Offering Period underway at the time of the change in Option Price; 

(ii)    shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including
an Offering Period underway at the time of the Administrator action; and 
 (iii)    allocating Shares.

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

(c)    Notwithstanding any other provision in the Plan to the contrary, the Plan shall automatically terminate following a
Change in Control. 
 (d)    Upon termination of the Plan, the balance in each Participant’s Plan Account shall be
refunded as soon as practicable after such termination, without any interest thereon (except as may be required by applicable local laws). 

7.6    Use of Funds; No Interest Paid. All funds received by the Company by reason of purchase of
shares of Shares under the Plan shall be included in the general funds of the Company, free of any trust or other restriction, and may be used for any corporate purpose (except as may be required by applicable local laws). No interest shall be paid
to any Participant or credited under the Plan (except as may be required by applicable local laws). 

7.7    Term; Approval by Shareholders. No Option may be granted during any period of suspension of
the Plan or after termination of the Plan. The Plan shall be submitted for the approval of the Company’s shareholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Options may be granted prior
to such shareholder approval; provided, however, that such Options shall not be exercisable prior to the time when the Plan is approved by the shareholders; and provided, further that if such
approval has not been obtained by the end of the twelve (12)-month period, all Options previously granted under the Plan shall thereupon terminate and be canceled and become null and void without being exercised. 

7.8    Effect Upon Other Plans. The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Parent, any Subsidiary or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company, any Parent, any Subsidiary or any Affiliate to (a) establish any other forms of
incentives or compensation for employees of the Company or any Parent, any Subsidiary or any Affiliate or (b) grant or assume Options, other than under the Plan in connection with any proper corporate purpose, including, but not by way of
limitation, the grant or assumption of Options in connection with the acquisition, by purchase, lease, merger, amalgamation, combination, arrangement, consolidation or otherwise, of the business, shares or assets of any corporation, firm or
association. 
 7.9    Conformity to Securities Laws. Notwithstanding any other provision of the
Plan, the Plan and the participation in the Plan by any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan shall be
deemed amended to the extent necessary to conform to such applicable exemptive rule. 
 7.10    Notice of
Disposition of Shares. Each Participant shall give the Company prompt notice of any disposition or other transfer of any Shares acquired pursuant to the exercise of an Option granted 












 
under the Section 423 Component, if such disposition or transfer is made (a) within two (2) years after the applicable Grant Date or (b) within one (1) year after the
transfer of such Shares to such Participant upon exercise of such Option. The Company may direct that any certificates evidencing Shares acquired pursuant to the Plan refer to such requirement. 

7.11    Tax Withholding. At the time of any taxable event that creates a withholding obligation for
the Company or any Parent, Affiliate or Subsidiary, the Participant will make adequate provision for any Tax-Related Items. In its sole discretion, and except as otherwise determined by the
Administrator, the Company or the Designated Company that employs or employed the Participant may satisfy its obligations to withhold Tax-Related Items by (a) withholding from the
Participant’s wages or other compensation, (b) withholding a sufficient whole number of Shares otherwise issuable following exercise of the Option having an aggregate value sufficient to pay
the Tax-Related Items required to be withheld with respect to the Option and/or Shares, or (c) withholding from proceeds from the sale of Shares issued upon exercise of the Option, either
through a voluntary sale or a mandatory sale arranged by the Company, or (d) any other method determined by the Administrator to be in compliance with applicable laws. 

7.12    Governing Law. The Plan and all rights, agreements and obligations hereunder shall be
administered, interpreted and enforced under the laws of the State of Delaware, without regard to the conflict of law rules thereof or of any other jurisdiction. 

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

7.14    Conditions to Issuance of Shares. 

(a)    Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any
certificates or make any book entries evidencing Shares pursuant to the exercise of an Option by a Participant, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with all
applicable laws, regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation system on which the Shares are listed or traded, and the Shares are covered by an effective registration
statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements and representations as the Administrator, in
its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. 
 (b)    All
certificates for Shares delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with U.S. and non-U.S. federal, provincial, state or local securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the Shares are listed,
quoted or traded. The Administrator may place legends on any certificate or book entry evidencing Shares to reference restrictions applicable to the Shares. 

(c)    The Administrator shall have the right to require any Participant to comply with any timing or other restrictions
with respect to the settlement, distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Administrator. 

(d)    Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by
any applicable law, rule or regulation, the Company may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Option, record the issuance of Shares in the books of the Company (or, as applicable, its
transfer agent or share plan administrator). 












 If, pursuant to this Section 7.14, the Administrator determines that Shares will not be issued to any
Participant, the Company is relieved from liability to any Participant, except to refund to the Participant such Participant’s Plan Account balance, without interest thereon (except as may be required by applicable local laws). 

7.15    Equal Rights and Privileges. All Eligible Employees granted Options pursuant to an Offering
under the Section 423 Component shall have equal rights and privileges under the Plan to the extent required under Section 423 of the Code, so that the Section 423 Component qualifies as an “employee stock purchase plan”
within the meaning of Section 423 of the Code. Any provision of the Section 423 Component that is inconsistent with Section 423 of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply
with the equal rights and privileges requirement of Section 423 of the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as
each other, or as Eligible Employees participating in the Section 423 Component. 
 7.16    Rules
Particular to Specific Countries. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Participants who are tax residents of a
particular non-U.S. country or who are non-U.S. nationals or employed in non-U.S. jurisdictions may
be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-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 extent that 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. The adoption of any such appendix or sub-plan shall be pursuant to Section 7.1 above. Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to Participants who are non-U.S. nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Affiliates or Subsidiaries from participation in the
Plan, eligibility to participate, 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
and establishment of bank or trust accounts to hold payroll deductions or contributions, provided that the adoption and implementation of any such rules and/or procedures would not cause the Section 423 Component to be in noncompliance
with Section 423 of the Code. 
 7.17     Section 409A. The Section 423 Component of
the Plan and the Options granted pursuant to Offerings thereunder are intended to be exempt from the application of Section 409A. Neither the Non-Section 423 Component nor any Option granted
pursuant to an Offering thereunder is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A. Notwithstanding any provision of the Plan to the contrary, if the Administrator
determines that any Option granted under the Plan may be or become subject to Section 409A or that any provision of the Plan may cause an Option granted under the Plan to be or become subject to Section 409A, the Administrator may adopt
such amendments to the Plan and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Administrator determines are necessary or appropriate to avoid the
imposition of taxes under Section 409A, either through compliance with the requirements of Section 409A or through an available exemption therefrom. 

* * * * *