Amended and Restated Employee Stock Purchase Plan



 Exhibit 10.05 
 LEAPFROG ENTERPRISES, INC. 
 2002 EMPLOYEE STOCK PURCHASE PLAN

 ADOPTED BY THE BOARD OF DIRECTORS: MAY 24, 2002 

APPROVED BY STOCKHOLDERS: JULY 19, 2002 
 AMENDED AND RESTATED: AUGUST 1, 2005 
 AMENDED AND RESTATED: JULY 27, 2011

  

	1.	PURPOSE. 

 (a) The purpose
of the Plan is to provide a means by which Employees of the Company and certain designated Subsidiaries may be given an opportunity to purchase shares of the Class A Common Stock of the Company. 

(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees
and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. 
 (c) The Company intends that the Purchase Rights be considered options issued under an Employee Stock Purchase Plan. 
  

	2.	DEFINITIONS. 

 (a)
“Board” means the Board of Directors of the Company. 
 (b) “Class A Common
Stock” means the Class A common stock of the Company. 
 (c) “Code” means the Internal
Revenue Code of 1986, as amended. 
 (d) “Committee” means a committee appointed by the Board in
accordance with Section 3(c) of the Plan. 
 (e) “Company” means LeapFrog Enterprises, Inc., a
Delaware corporation. 
 (f) “Contributions” means the payroll deductions, and other additional payments
specifically provided for in the Offering, that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account, if specifically provided for in the Offering, and then only if
the Participant has not already had the maximum permitted amount through payroll deductions withheld during the Offering. 
 (g)
“Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 

(i) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company;

 (ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the
Company; 
 (iii) a merger, consolidation or similar transaction following which the Company is not the surviving
corporation; or 

  
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 (iv) a merger, consolidation or similar transaction following which the
Company is the surviving corporation but the shares of Class A Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar
transaction into other property, whether in the form of securities, cash or otherwise. 
 (h) “Director”
means a member of the Board. 
 (i) “Eligible Employee” means an Employee who meets the requirements set
forth in the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan. 

(j) “Employee” means any person, including Officers and Directors, who is employed for purposes of
Section 423(b)(4) of the Code by the Company or a Subsidiary. Neither service as a Director nor payment of a director’s fee shall be sufficient to make an individual an Employee of the Company or a Subsidiary. 

(k) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under
an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. 
 (l)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (m) “Fair Market
Value” means the value of a security, as determined in good faith by the Board. If the security is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of
the security, unless otherwise determined by the Board, shall be the closing sales price (rounded up where necessary to the nearest whole cent) for such security (or the closing bid, if no sales were reported) as quoted on such exchange or market
(or the exchange or market with the greatest volume of trading in the relevant security of the Company) on the Trading Day prior to the relevant determination date, as reported in The Wall Street Journal or such other source as the Board deems
reliable. 
 (n) “Offering” means the grant of Purchase Rights to purchase shares of Class A Common
Stock under the Plan to Eligible Employees. 
 (o) “Offering Date” means a date selected by the Board
for an Offering to commence. 
 (p) “Officer” means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (q)
“Participant” means an Eligible Employee who holds an outstanding Purchase Right granted pursuant to the Plan. 
 (r) “Plan” means this LeapFrog Enterprises, Inc. 2002 Employee Stock Purchase Plan. 
 (s) “Purchase Date” means one or more dates during an Offering established by the Board on which Purchase Rights shall be exercised and as of which purchases of shares of
Class A Common Stock shall be carried out in accordance with such Offering. 
 (t) “Purchase
Period” means a period of time specified within an Offering beginning on the Offering Date or on the next day following a Purchase Date within an Offering and ending on a Purchase Date. An Offering may consist of one or more Purchase
Periods. 

  
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 (u) “Purchase Right” means an option to purchase shares of
Class A Common Stock granted pursuant to the Plan. 
 (v) “Related Corporation” means any parent
corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 
 (w) “Subsidiary” means any subsidiary corporation, whether now or hereafter existing, as such term is defined in Section 424(f) of the Code. 

(x) “Securities Act” means the Securities Act of 1933, as amended. 

(y) “Trading Day” means any day the exchange(s) or market(s) on which shares of Class A Common Stock are
listed, whether it be any established stock exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or otherwise, is open for trading. 
  

	3.	ADMINISTRATION. 

 (a) The
Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all
questions of policy and expediency that may arise in the administration of the Plan. 
 (b) The Board (or the Committee) shall
have the power, subject to, and within the limitations of, the express provisions of the Plan: 
 (i) To
determine when and how Purchase Rights to purchase shares of Class A Common Stock shall be granted and the provisions of each Offering of such Purchase Rights (which need not be identical). 

(ii) To designate from time to time which Subsidiaries of the Company shall be eligible to participate in the Plan.

 (iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and
regulations for the administration of the Plan. The Board, 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. 
 (iv) To amend the Plan as provided in Section 15. 

(v) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best
interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan. 
 (c) The Board may delegate administration of the Plan to a Committee of the Board composed of one (1) or more members of the Board. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the administration of the Plan. If administration is delegated to a Committee, references to the Board in this Plan and in the Offering document shall thereafter be deemed to be to
the Board or the Committee, as the case may be. 

  
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	4.	SHARES OF CLASS A COMMON STOCK SUBJECT TO THE PLAN. 

 Subject to the provisions of Section 14 relating to adjustments upon changes in securities, the shares of Class A Common Stock that may be sold pursuant to Purchase Rights shall not exceed in
the aggregate Two Million (2,000,000) shares of Class A Common Stock. If any Purchase Right granted under the Plan shall for any reason terminate without having been exercised, the shares of Class A Common Stock not purchased under
such Purchase Right shall again become available for issuance under the Plan. 
  

	5.	GRANT OF PURCHASE RIGHTS; OFFERING. 

 (a) The Board may from time to time grant or provide for the grant of Purchase Rights to purchase shares of Class A Common Stock under the Plan to Eligible Employees in an Offering (consisting of one
or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate, which shall comply with the requirement of
Section 423(b)(5) of the Code that all Employees granted Purchase Rights shall have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The
provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering
shall be effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained in Sections 6 through 9, inclusive. 

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in agreements or
notices delivered hereunder: (i) each agreement or notice delivered by that Participant shall be deemed to apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an
earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) shall be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right, if different
Purchase Rights have identical exercise prices) shall be exercised. 
  

	6.	ELIGIBILITY. 

 (a)
Purchase Rights may be granted only to Employees of the Company or, as the Board may designate as provided in Section 3(b), to Employees of a Subsidiary. Except as provided in Section 6(b), an Employee shall not be eligible to be granted
Purchase Rights under the Plan unless, on the Offering Date, such Employee has been in the employ of the Company or the Subsidiary, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event
shall the required period of continuous employment be greater than two (2) years. In addition, the Board may provide that no Employee shall be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such
Employee’s customary employment with the Company or the Subsidiary is more than twenty (20) hours per week and more than five (5) months per calendar year. 
 (b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee shall, on a date or dates specified in the Offering which coincides with the day on
which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right shall thereafter be deemed to be a part of that Offering. Such Purchase Right shall have the same
characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that: 

(i) the date on which such Purchase Right is granted shall be the “Offering Date” of such Purchase Right for all
purposes, including determination of the exercise price of such Purchase Right; 

  
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 (ii) the period of the Offering with respect to such Purchase Right shall
begin on its Offering Date and end coincident with the end of such Offering; and 
 (iii) the Board may provide
that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she shall not receive any Purchase Right under that Offering. 

(c) No Employee shall be eligible for the grant of any Purchase Rights under the Plan if, immediately after any such Purchase Rights are
granted, such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 6(c), the rules of
Section 424(d) of the Code shall apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options shall be treated as stock owned by such Employee.

 (d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the Plan
only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any
Related Corporation to accrue at a rate which exceeds twenty five thousand dollars ($25,000) of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, shall be determined as of their
respective Offering Dates) for each calendar year in which such rights are outstanding at any time. 
 (e) Officers of the
Company and any designated Subsidiaries, if they are otherwise Eligible Employees, shall be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly
compensated Employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate. 
  

	7.	PURCHASE RIGHTS; PURCHASE PRICE. 

 (a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, shall be granted a Purchase Right to purchase up to that number of shares of Class A Common Stock
purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding twenty percent (20%) of such Employee’s Earnings (as defined by the Board in each Offering) during the
period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering. 

(b) The Board shall establish one (1) or more Purchase Dates during an Offering as of which Purchase Rights granted pursuant to that
Offering shall be exercised and purchases of shares of Class A Common Stock shall be carried out in accordance with such Offering. 
 (c) In connection with each Offering made under the Plan, the Board may specify a maximum number of shares of Class A Common Stock that may be purchased by any Participant on any Purchase Date during
such Offering. In connection with each Offering made under the Plan, the Board 

  
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may specify a maximum aggregate number of shares of Class A Common Stock that may be purchased by all Participants pursuant to such Offering. In addition, in connection with each Offering
that contains more than one Purchase Date, the Board may specify a maximum aggregate number of shares of Class A Common Stock that may be purchased by all Participants on any given Purchase Date under the Offering. If the aggregate purchase of
shares of Class A Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata allocation of the shares of
Class A Common Stock available shall be made in as nearly a uniform manner as shall be practicable and equitable. 
 (d)
The purchase price of shares of Class A Common Stock acquired pursuant to Purchase Rights shall be not less than the lesser of: 
 (i) an amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Class A Common Stock on the Offering Date; or 

(ii) an amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Class A Common Stock
on the applicable Purchase Date. 
  

	8.	PARTICIPATION; WITHDRAWAL; TERMINATION. 

 (a) A Participant may elect to authorize payroll deductions pursuant to an Offering under the Plan by completing and delivering to the Company, within the time specified in the Offering, an enrollment
form (in such form as the Company may provide). Each such enrollment form shall authorize an amount of Contributions expressed as a whole percentage between 1% and 20% of the submitting Participant’s Earnings (as defined in each Offering)
during the Offering (not to exceed any maximum percentage or amount specified by the Board). Each Participant’s Contributions shall be credited to a bookkeeping account for such Participant under the Plan and shall be deposited with the general
funds of the Company except where applicable law requires that Contributions be deposited with a third party. To the extent provided in the Offering, a Participant may begin such Contributions after the beginning of the Offering. To the extent
provided in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. 
 (b)
During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a notice of withdrawal in such form as the Company may provide. Such withdrawal may be elected at any time prior to the end
of the Offering, except as provided otherwise in the Offering. Upon such withdrawal from the Offering by a Participant, the Company shall distribute to such Participant all of his or her accumulated Contributions (reduced to the extent, if any, such
deductions have been used to acquire shares of Class A Common Stock for the Participant) under the Offering, and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from an Offering
shall have no effect upon such Participant’s eligibility to participate in any other Offerings under the Plan, but such Participant shall be required to deliver a new enrollment form in order to participate in subsequent Offerings. 

(c) Purchase Rights granted pursuant to any Offering under the Plan shall terminate immediately upon a Participant ceasing to be an
Employee for any reason or for no reason (subject to any post-employment participation period required by law) or other lack of eligibility. The Company shall distribute to such terminated or otherwise ineligible Employee all of his or her
accumulated Contributions (reduced to the extent, if any, such deductions have been used to acquire shares of Class A Common Stock for the terminated or otherwise ineligible Employee) under the Offering. 

(d) Purchase Rights shall not be transferable by a Participant otherwise than by will or the laws of descent and distribution, or by a
beneficiary designation as provided in Section 13 and, during a Participant’s lifetime, shall be exercisable only by such Participant. 

  
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 (e) Unless otherwise specified in an Offering, the Company shall have no obligation to pay
interest on Contributions. 
 (f) Notwithstanding any other provision of this Plan to the contrary, if applicable law prevents
one or more Participants from making Contributions to the Plan in the form of payroll deductions, then, to the extent provided in the Offering, the Company shall enter into other arrangements with such Participants with respect to their
Contributions under the Plan. 
  

	9.	EXERCISE. 

 (a) On each
Purchase Date during an Offering, each Participant’s accumulated Contributions shall be applied to the purchase of shares of Class A Common Stock up to the maximum number of shares of Class A Common Stock permitted pursuant to the
terms of the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares shall be issued upon the exercise of Purchase Rights unless specifically provided for in the Offering. 

(b) If any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Class A
Common Stock and such remaining amount is less than the amount required to purchase one share of Class A Common Stock on the final Purchase Date of an Offering, then such remaining amount shall be held in such Participant’s account for the
purchase of shares of Class A Common Stock under the next Offering under the Plan, unless such Participant withdraws from such next Offering, as provided in Section 8(b), is not eligible to participate in such Offering, as provided in
Section 6, or does not provide an eligible Contribution amount, as provided in Section 8(a), in which case such amount shall be distributed to such Participant after said final Purchase Date. If the amount of Contributions remaining in a
Participant’s account after the purchase of shares of Class A Common Stock is at least equal to the amount required to purchase one (1) whole share of Class A Common Stock on the final Purchase Date of the Offering, then such
remaining amount shall be distributed in full to such Participant at the end of the Offering. 
 (c) No Purchase Rights may be
exercised to any extent unless the shares of Class A Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all
applicable federal, state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date during any Offering hereunder the shares of Class A Common Stock are not so registered or the Plan is not in such compliance,
no Purchase Rights or any Offering shall be exercised on such Purchase Date, and the Purchase Date shall be delayed until the shares of Class A Common Stock are subject to such an effective registration statement and the Plan is in such
compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date under any Offering
hereunder, as delayed to the maximum extent permissible, the shares of Class A Common Stock are not registered and the Plan is not in such compliance, no Purchase Rights or any Offering shall be exercised and all Contributions accumulated
during the Offering (reduced to the extent, if any, such deductions have been used to acquire shares of Class A Common Stock) shall be distributed to the Participants. 

 

	10.	COVENANTS OF THE COMPANY. 


The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the
Plan such authority as may be required to issue and 

  
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sell shares of Class A Common Stock upon exercise of the Purchase Rights. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the
authority that counsel for the Company deems necessary for the lawful issuance and sale of shares of Class A Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell shares of Class A
Common Stock upon exercise of such Purchase Rights unless and until such authority is obtained. 
  

	11.	USE OF PROCEEDS FROM SHARES OF CLASS A COMMON STOCK. 

 Proceeds from the sale of shares of Class A Common Stock pursuant to Purchase Rights shall constitute general funds of the Company. 

 

	12.	RIGHTS AS A STOCKHOLDER. 


A Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Class A
Common Stock subject to Purchase Rights unless and until the Participant’s shares of Class A Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent). 

 

	13.	DESIGNATION OF BENEFICIARY. 

 (a) A Participant may file a written designation of a beneficiary who is to receive any shares of Class A Common Stock and/or cash, if any, from the Participant’s account under the Plan in the
event of such Participant’s death subsequent to the end of an Offering but prior to delivery to the Participant of such shares of Class A Common Stock or 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 during an Offering. 
 (b) The Participant may change such designation of beneficiary at any time by written notice. 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 shall deliver such shares of Class A Common Stock 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 sole discretion, may deliver such shares of Class A Common Stock and/or cash to the spouse or to any one or more dependents or relatives of the Participant,
or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
  

	14.	ADJUSTMENTS UPON CHANGES IN SECURITIES; CORPORATE TRANSACTIONS. 

 (a) If any change is made in the shares of Class A Common Stock, subject to the Plan, or subject to any Purchase Right, without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan shall be appropriately adjusted in the type(s), class(es) and maximum number of shares of Class A Common Stock subject to the Plan pursuant to Section 4(a), and the
outstanding Purchase Rights shall be appropriately adjusted in the type(s), class(es), number of shares and purchase limits of such outstanding Purchase Rights. The Board shall make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall not be treated as a “transaction not involving the receipt of consideration by the Company.”) 

  
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 (b) In the event of a Corporate Transaction, then: (i) any surviving or acquiring
corporation may continue or assume Purchase Rights outstanding under the Plan or may substitute similar rights (including a right to acquire the same consideration paid to stockholders in the Corporate Transaction) for those outstanding under the
Plan, or (ii) if any surviving or acquiring corporation does not assume such Purchase Rights or does not substitute similar rights for Purchase Rights outstanding under the Plan, then, the Participants’ accumulated Contributions shall be
used to purchase shares of Class A Common Stock within five (5) days prior to the Corporate Transaction under the ongoing Offering (with such date of purchase constituting a Purchase Date), and the Participants’ Purchase Rights under
the ongoing Offering shall terminate immediately after such purchase. 
  

	15.	AMENDMENT OF THE PLAN. 


(a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 14 relating to
adjustments upon changes in securities and except as to amendments solely to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favorable tax, exchange control or regulatory treatment for
Participants or the Company or any Related Corporation, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary for the Plan to satisfy the requirements of Section 423
of the Code or other applicable laws or regulations. 
 (b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Employee Stock Purchase Plans and/or
to bring the Plan and/or Purchase Rights into compliance therewith. 
 (c) The rights and obligations under any Purchase Rights
granted before amendment of the Plan shall not be impaired by any amendment of the Plan except: (i) with the consent of the person to whom such Purchase Rights were granted, or (ii) as necessary to comply with any laws or governmental
regulations (including, without limitation, the provisions of the Code and the regulations promulgated thereunder relating to Employee Stock Purchase Plans). 
  

	16.	TERMINATION OR SUSPENSION OF THE PLAN. 

 (a) The Board in its discretion may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate at the time that all of the shares of Class A Common Stock reserved
for issuance under the Plan, as increased and/or adjusted from time to time, have been issued under the terms of the Plan. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated. 

(b) Any benefits, privileges, entitlements and obligations under any Purchase Rights while the Plan is in effect shall not be impaired by
suspension or termination of the Plan except (i) as expressly provided in the Plan or with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, regulations, or listing
requirements, or (iii) as necessary to ensure that the Plan and/or Purchase Rights comply with the requirements of Section 423 of the Code. 
  

	17.	EFFECTIVE DATE OF PLAN. 


The Plan shall become effective as determined by the Board, but no Purchase Rights shall be exercised unless and until the Plan has been
approved by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board. 

  
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	18.	MISCELLANEOUS PROVISIONS. 


(a) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering shall in any way alter the at
will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related
Corporation to continue the employment of a Participant. 
 (b) The provisions of the Plan shall be governed by the laws of the
State of Delaware without resort to that state’s conflicts of laws rules. 

  
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