Complete Genomics, Inc. Employee Stock Purchase Plan



  
 Exhibit 10.15

 COMPLETE GENOMICS, INC. 
 EMPLOYEE STOCK PURCHASE PLAN 
 ARTICLE I. 

PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN 

1.1    Purpose and Scope.  The purpose of the Complete Genomics, Inc. Employee
Stock Purchase Plan (the “Plan”) is to assist employees of Complete Genomics, Inc. and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to qualify as an
“employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended. 
 1.2    Administration of Plan.  The Plan shall be administered by the Committee. The Committee shall have the power to make, amend and repeal rules and regulations for
the interpretation and administration of the Plan consistent with the qualification of the Plan under Section 423 of the Code, and the Committee also is authorized to change the Offering Periods and Exercise Dates under the Plan by providing
notice to all Eligible Employees as soon as practicable prior to the date on which such changes will take effect. The Committee may delegate administrative tasks under the Plan to one or more Employees of the Company. The Committee’s
interpretation and decisions with respect to the Plan shall be final and conclusive. 
 ARTICLE II. 

DEFINITIONS 
 Whenever the following terms are used in the Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the
context so indicates. 
 2.1    “Administrator” shall mean the Committee,
or such individuals to which authority to administer the Plan has been delegated under Section 1.2 . 

2.2    “Board” shall mean the Board of Directors of the Company. 

2.3    “Code” shall mean the Internal Revenue Code of 1986, as amended. 

2.4    “Committee” shall mean the Compensation Committee of the Board. 

2.5    “Common Stock” shall mean shares of common stock, par value $0.001, of the
Company. 
 2.6    “Company” shall mean Complete Genomics, Inc., a
Delaware corporation. 
 2.7    “Compensation” shall mean the base wages,
overtime, shift differentials, vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave pay, military pay, prior week adjustments and weekly bonus paid to an Employee by the Company or a Designated Subsidiary in
accordance with established payroll procedures. 







  

2.8    “Designated Subsidiary” shall mean the Subsidiaries that have
been designated by the Committee from time to time in its sole discretion as eligible to participate in the Plan, including any Subsidiary in existence on the Effective Date and any Subsidiary formed or acquired following the Effective Date.

 2.9    “Effective Date” shall mean the date on which a registration
statement on Form S-8 becomes effective with respect to the Plan. 

2.10    “Eligible Employee” shall mean an Employee who (a) is customarily
scheduled to work at least 20 hours per week, (b) whose customary employment is more than five (5) months in a calendar year and (c) after the granting of the Option would not 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 stock of the Company or any Subsidiary. For purposes of clause (d), 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 which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. Notwithstanding the foregoing the Administrator may
exclude from participation in the Plan as an Eligible Employee any Employee who is a citizen or resident of a foreign jurisdiction (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 foreign jurisdiction would cause the Plan or
the Option to violate the requirements of Section 423 of the Code. 

2.11    “Employee” shall mean any person who renders services to the Company or a
Designated Subsidiary 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 Subsidiary who does not render services to the Company or a
Designated Subsidiary 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 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, or such other period specified in Treasury
Regulation Section 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 Treasury Regulation Section 1.421-1(h)(2). 

2.12    “Enrollment Date” shall mean the first Trading Day of each Offering Period.

 2.13    “Exercise Date” except as provided in Section 5.2, shall
mean the last Trading Day of each Offering Period. 
 2.14    “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended. 

  
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2.15    “Fair Market Value” mean, as of any date, the value of Common Stock
determined as follows: 
 (a)    If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system on the Exercise Date, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(b)    If the Common Stock is regularly quoted by a recognized securities dealer but selling prices
are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the Exercise Date as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

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

2.16    “Offering Date” shall mean the first Trading Day of an Offering Period.

 2.17    “Offering Period” shall mean the shall mean the six
(6) month period commencing on each May 15 and November 15 following the Effective Date. The duration and timing of Offering Periods may be changed by the Committee, in its sole discretion. In no event may an Offering Period exceed
twenty-seven (27) months. 
 2.18    “Option” shall mean the right to
purchase shares of Common Stock pursuant to the Plan during each Offering Period. 

2.19    “Option Price” shall mean the purchase price of a share of Common Stock
hereunder as provided in Section 4.2 below. 
 2.20    “Parent” means
any corporation, other than the Company, in an unbroken chain of corporations 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 corporations in such chain. 

2.21    “Participant” shall mean any Eligible Employee who elects to participate in
the Plan. 
 2.22    “Plan” shall mean this Complete Genomics, Inc.
Employee Stock Purchase Plan, as it may be amended from time to time. 

2.23    “Plan Account” shall mean a bookkeeping account established and maintained
by the Company in the name of each Participant. 
 2.24    “Subsidiary”
shall mean 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


  
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possessing 50% or more of the total 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 (i) such entity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary which is a corporation
being the sole owner of such entity, or (ii) 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. 

2.25    “Trading Day” shall mean a day on which national stock exchanges are open
for trading. 
 ARTICLE III. 
 PARTICIPATION 

3.1    Eligibility. 

(a)    Any Eligible Employee who shall be employed by the Company or a Designated 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 Articles IV and V, and the limitations imposed by Section 423(b) of the Code and the Treasury
Regulations thereunder. 
 (b)    No Eligible Employee shall be granted an Option under the
Plan which permits his rights to purchase stock under the Plan, and to purchase stock under all other employee stock purchase plans of the Company, any Parent or any Subsidiary subject to the Section 423, to accrue at a rate which exceeds
$25,000 of Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which the Option is outstanding at any time. For purposes of the limitation imposed by this subsection, the right to purchase stock
under an Option accrues when the Option (or any portion thereof) first becomes exercisable during the calendar year, the right to purchase stock under an Option accrues at the rate provided in the Option, but in no case may such rate exceed $25,000
of Fair Market Value of such stock (determined at the time such option is granted) for any one calendar year, and a right to purchase stock which has accrued under an Option may not be carried over to any other Option. This limitation shall be
applied in accordance with Section 423(b)(8) of the Code and the Treasury Regulations thereunder. 

3.2    Election to Participate; Payroll Deductions 

(a)    Except as provided in Section 3.3, an Eligible Employee may participate in the Plan only
by means of payroll deduction. An Eligible Employee may elect to participate in the Plan by delivering to the Company by such time designated by the Administrator preceding the Enrollment Date for such Offering Period a payroll deduction
authorization in such manner as prescribed by the Administrator. 
 (b)    Payroll
deductions (i) shall be equal to at least 1% of the Participant’s Compensation as of the Offering Date, but not more than the lesser of 15% of the 

  
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Participant’s Compensation as of the Offering Date or $12,500 per Offering Period; and (ii) may be expressed either as (A) a whole number percentage, or (B) a fixed dollar
amount, subject to the provisions of Section 3.1 hereof. Amounts deducted from a Participant’s Compensation pursuant to this Section 3.2 shall be credited to the Participant’s Plan Account. 

(c)    A Participant’s election to participate in the Plan with respect to an Offering Period
shall enroll such Participant in the Plan for each successive Offering Period at the same payroll deduction percentage as in effect at the termination of the prior Offering Period, unless such Participant delivers to the Company a different election
with respect to the successive Offering Period by such time and in such manner as is designated by the Administrator for enrollment in the Plan for such successive Offering Period, or unless such Participant becomes ineligible for participation in
the Plan. 
 3.3    Leave of Absence.  During leaves of absence 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 the Company on his or her normal payday equal to his or her
authorized payroll deduction. 
 ARTICLE IV. 
 PURCHASE OF SHARES 
 4.1    Grant
of Option.  Subject to the limitations of Section 3.1(b), each Participant participating in such Offering Period shall be granted an Option to purchase on the Exercise Date for such Offering Period (at the applicable Option Price)
up to a number of shares of Common Stock determined by dividing such Participant’s payroll deductions accumulated prior to such Exercise Date and retained in the Participant’s Plan Account on such Exercise Date by the applicable Option
Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than 3,000 shares of Common Stock (subject to any adjustment pursuant to Section 5.2. The Administrator may, for future Offering
Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a Participant may purchase during such future Offering Periods. The Option shall expire on the last day of the Offering Period. 

4.2    Option Price.  The Option Price per share of the Common Stock sold to
Participants hereunder shall be 85% of the Fair Market Value of such share on either the Offering Date or the Exercise Date of the Offering Period, whichever is lower, but in no event shall the Option Price per share be less than the par value per
share of the Common Stock. 
 4.3    Purchase of Shares. 

(a)    On each Exercise Date on which he or she is employed, each Participant will automatically and
without any action on his or her part be deemed to have exercised his or her Option to purchase at the Option Price the largest number of whole shares of Common Stock which can be purchased with the amount in the Participant’s Plan Account. The
balance, if any, remaining in the Participant’s Plan Account (after exercise of his or her Option) as of an Exercise Date shall be carried forward to the next Offering Period, unless the Participant has elected to withdraw from the Plan
pursuant to Section 6.1 below. 

  
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(b)    As soon as practicable following each Exercise Date, the number of shares of Common Stock
purchased by such Participant pursuant to subsection (a) above will be delivered, 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. If the Company is required to obtain from any commission or agency authority to issue any such shares of Common Stock, the Company will seek to obtain such authority. Inability of the
Company to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any such shares shall relieve the Company from liability to any Participant except to refund to him or her the
amount withheld. 
 4.4    Transferability of Rights.  An Option granted
under the Plan shall not be transferable and is exercisable 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 his or her successors in
interest or shall 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    Common Stock Reserved.  Subject to adjustment as provided in
Section 5.2, the maximum number of shares of Common Stock that shall be made available for sale under the Plan shall be 750,000, plus an annual increase on the first day of each of the Company’s fiscal years beginning in 2011 and ending in
2020, equal to the least of (a) 2,800,000, (b) 2% of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year, or (c) such other number as is determined by the Board; provided, however, in no
event may the aggregate number of shares of Common Stock reserved for issuance under the Plan exceed 28,750,000 (subject to adjustment as provided in Section 5.2). Shares of Common Stock made available for sale under the Plan may be authorized
but unissued or reacquired shares reserved 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 stockholders of the Company, the number of shares of Common Stock 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 of Common Stock 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 of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock 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


  
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and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. 
 (b)    Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Offering Period 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. 
 (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. In the event that 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. 
 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 (i) the number of shares of Common Stock that were available for issuance under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date,
the Administrator shall make a pro rata allocation of the shares of Common Stock 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 Common Stock 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 7.4 hereof. The Company may make pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for
issuance under the Plan by the Company’s shareholders subsequent to such Enrollment Date. If the Plan 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 of Common Stock shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after such Exercise Date, without any interest thereon. 

  
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5.4    Rights as Stockholders.  With respect to shares of Common Stock subject to an
Option, a Participant shall not be deemed to be a stockholder and shall not have any of the rights or privileges of a stockholder. A Participant shall have the rights and privileges of a stockholder when, but not until, shares have been deposited in
the designated brokerage account following exercise of his or her Option. 
 ARTICLE VI. 

TERMINATION OF PARTICIPATION 
 6.1    Cessation of Contributions; Voluntary Withdrawal. 
 (a)    A Participant may cease payroll deductions during an Offering Period by delivering written notice of such cessation to 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. Upon any such cessation, the Participant may elect either to withdraw from the Plan or to have amounts credited to his or her Plan Account held in the Plan for the
purchase of Common Stock pursuant to Section 4.3 for such Offering Period. Upon receipt of a notice of withdrawal from the Plan, the Participant’s payroll deduction authorization and his or her Option to purchase under the Plan
shall terminate. 
 (b)    A participant’s withdrawal from an Offering Period shall
not have any effect upon his or her 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, he or she shall be deemed to have elected to withdraw from the Plan and the Participant’s Plan Account shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled
thereto pursuant to applicable law, as soon as reasonably practicable and such Participant’s Option for the Offering Period shall be automatically terminated. 
 ARTICLE VII. 
 GENERAL PROVISIONS 

7.1    Administration. 

(a)    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 to interpret the Plan 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 at its option may utilize the services of an agent to assist in the administration of the Plan including establishing and maintaining an individual securities account
under the Plan for each participant. In its absolute 

  
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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)    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, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator, 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. 
 7.2    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. 

7.3    Condition of Employment.  Neither the creation of the Plan nor an
Employee’s participation therein shall be deemed to create a contract of employment, any right of continued employment or in any way affect the right of the Company or a Subsidiary to terminate an Employee at any time with or without cause.

 7.4    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; provided, however, that without approval of the Company’s stockholders given within 12 months before or after action by the Board, the Plan may not be amended to increase the maximum number of shares subject to the Plan or
change the designation or class of Eligible Employees. 
 (b)    Without stockholder
consent and without regard to whether any participant rights may be considered to have been “adversely affected,” the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the
amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for
delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are
consistent with the Plan. 

  
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(c)    In the event the Board determines that the ongoing operation of the Plan may result in
unfavorable financial accounting consequences, the Board 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: 

(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 of Common Stock. 

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

(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. 

7.5    Use of Funds; No Interest Paid.  All funds received by the Company by reason
of purchase of Common Stock under the Plan will be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose. No interest will be paid to any Participant or credited under the Plan.

 7.6    Term; Approval by Stockholders.  The Plan shall terminate on the
tenth anniversary of the date of its initial approval by the stockholders of the Company, unless earlier terminated by action of the Board. No Option may be granted during any period of suspension of the Plan or after termination of the Plan. The
Plan will be submitted for the approval of the Company’s stockholders within 12 months after the date of the Board’s initial adoption of the Plan. Options may be granted prior to such stockholder approval; provided, however, that such
Options shall not be exercisable prior to the time when the Plan is approved by the stockholders; provided further that if such approval has not been obtained by the end of said 12-month period, all Options previously granted under the Plan shall
thereupon be canceled and become null and void. 
 7.7    Effect Upon Other
Plans.  The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary
(a) to establish any other forms of incentives or compensation for Employees of the Company or any Subsidiary, or (b) to grant or assume Options otherwise 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, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. 

7.8    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 

  
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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.

 7.9    Notice of Disposition of Shares.  The Company may require any
Participant to give the Company prompt notice of any disposition of shares of Common Stock, acquired pursuant to the Plan, within two years after the applicable Enrollment Date or within one year after the applicable Exercise Date with respect to
such shares. The Company may direct that any certificates evidencing shares acquired pursuant to the Plan refer to such requirement. 
 7.10    Tax Withholding.  The Company shall be entitled to require payment in cash or deduction from other compensation payable to each Participant of any sums
required by federal, state or local tax law to be withheld with respect to any purchase of shares of Common Stock under the Plan or any sale of such shares. 
 7.11    Governing Law.  The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the State of Delaware.

 7.12    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. 

7.13    Conditions To Issuance of Shares.  The Company shall not be required to
deposit any shares of Common Stock purchased upon the exercise of Options into the brokerage account of a participant prior to fulfillment of all the following conditions: 

(a)    The admission of such shares to listing on all stock exchanges, if any, on which is then
listed; and 
 (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 or any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;
and 
 (c)    The obtaining of any approval or other clearance from any state or federal
governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; and 
 (d)    The payment to the Company of all amounts which it is required to withhold under federal, state or local law upon exercise of the Option; and 

(e)    The lapse of such reasonable period of time following the exercise of the Option as the
Administrator may from time to time establish for reasons of administrative convenience. 

  
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7.14    Equal Rights and Privileges.  All Eligible Employees of the Company (or of
any Designated Subsidiary) will have equal rights and privileges under the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code or applicable Treasury Regulations
thereunder. Any provision of the Plan that is inconsistent with Section 423 or applicable Treasury Regulations thereunder will, without further act or amendment by the Company, the Board or the Administrator, be reformed to comply with the
equal rights and privileges requirement of Section 423 or applicable Treasury Regulations thereunder. 
 * * * * * *

 I hereby certify that the foregoing Complete Genomics, Inc. Employee Stock Purchase Plan was duly approved by
the Compensation Committee of the Board of Directors of Complete Genomics, Inc. on                  , 2010. 

I hereby certify that the foregoing Complete Genomics, Inc. Employee Stock Purchase Plan was duly approved by the
stockholders of Complete Genomics, Inc. on                  , 2010. 

Executed on this      day of
            , 2010. 
  

	
	  

	 Secretary




  
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