Exhibit 10.9


 
KIN INSURANCE INC.

2021 EMPLOYEE STOCK PURCHASE PLAN


 


Article
I.

PURPOSE


 


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


 


The Plan consists of two components:
(i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee
stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent
with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify
as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights 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 Designated Subsidiaries
but shall not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise
determined by the Administrator or provided herein, the Non-Section 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 this Plan,
the Administrator may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms of these Offerings
need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms
of participation 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 AND CONSTRUCTION


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


2.5 “Code”
means the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


2.6 “Common
Stock” means the common stock of the Company and such other securities of the Company that may be substituted therefore.


 


2.7 “Company”
means Kin Insurance Inc., a Delaware corporation, or any successor.


 


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


 


2.9 “Designated
Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines,
to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s
effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


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


 


2.11 “Effective
Date” means the date of consummation of the Initial Business Combination.


 


2.12 “Eligible
Employee” means:


 


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


 


(b) Notwithstanding
the foregoing, the Administrator may provide in an Offering Document that an Employee shall not be eligible to participate in an Offering
Period under the Section 423 Component if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D)
of the Code; (ii) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of
the Code (which service requirement may not exceed two years); (iii) such Employee’s customary employment is for twenty hours per
week or less; (iv) such Employee’s customary employment is for less than five months in any calendar year; and/or (v) such Employee
is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase Shares under the Plan to such Employee would be
prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Shares under the Plan to such Employee in compliance
with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined
by the Administrator in its sole discretion; provided, that any exclusion in clauses (i), (ii), (iii), (iv) or (v) shall be applied
in an identical manner under each Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).


 






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


 


2.13
“Employee” means any individual who renders services to the Company or any Designated Subsidiary in the status
of an employee, and, with respect to the Section 423 Component, a person who is an employee of the Company or any Designated Subsidiary
within the meaning of Section 3401(c) of the Code. For purposes of an individual’s participation in, or other rights under the Plan,
all determinations by the Company shall be final, binding and conclusive, notwithstanding that any court of law or governmental agency
subsequently makes a contrary determination. For purposes of the Plan, 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 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.


 


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


 


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


 


2.16 “Initial
Business Combination” shall mean the transactions contemplated by that certain Business Combination Agreement, dated as
of July 19, 2021, by and among Omnichannel Acquisition Corp., Omnichannel Merger Sub Inc. and the Company.


 


2.17 “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 this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period
may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted pursuant to an “employee
stock purchase plan” that are set forth under Section 423 of the Code.


 


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


 






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


 


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


 


2.21 “Parent”
means any corporation, other than the Company, in an unbroken chain 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.


 


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


 


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


 


2.24 “Plan”
means this 2021 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.


 


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


 


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


 


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


 


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


 


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


 


2.30 “Share”
means a share of Common Stock.


 


2.31 “Subsidiary”
means any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the
determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of 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 (a) 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 that is a corporation being the sole
owner of such entity, or (b) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and
such entity would otherwise qualify as a Subsidiary. In addition, with respect to the Non-Section 423 Component, Subsidiary shall include
any corporate or non-corporate entity in which the Company has a direct or indirect equity interest or significant business relationship.


 






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


 


2.33 “Treas.
Reg.” means U.S. Department of the Treasury regulations.


 


Article
III.

SHARES SUBJECT TO THE PLAN


 


3.1 Number
of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan
shall be [____] Shares. In addition to the foregoing, subject to Article VIII, on the first day of each calendar year beginning on January
1, 2022 and ending on and including January 1, 2031, the number of Shares available for issuance under the Plan shall be increased by
that number of Shares equal to the lesser of (a) 1% of the aggregate number of Shares outstanding on the final day of the immediately
preceding calendar year and (b) such smaller number of Shares as determined by the Board. If any right granted under the Plan shall for
any reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance
under the Plan. Notwithstanding anything in this Section 3.1 to the contrary, the number of Shares that may be issued or transferred
pursuant to the rights granted under the Section 423 Component of the Plan shall not exceed an aggregate of [______] Shares, subject to
Article VIII.


 


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


 


Article
IV.

Offering Periods; Offering Documents; Purchase Dates


 


4.1 Offering
Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Shares under the Plan to Eligible
Employees during one or more periods (each, an “Offering Period”) selected by the Administrator. The terms and
conditions applicable to each Offering Period shall be set forth in an “Offering Document” adopted by the Administrator,
which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate
and shall be incorporated by reference into and made part of the Plan and shall be attached hereto as part of the Plan. The Administrator
shall establish in each Offering Document one or more Purchase Periods during such Offering Period during which rights granted under the
Plan shall be exercised and purchases of Shares carried out during such Offering Period in accordance with such Offering Document and
the Plan. The provisions of separate Offerings or Offering Periods under the Plan may be partially or wholly concurrent and need not be
identical.


 


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


 


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


 






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(b) the
length of the Purchase Period(s) within the Offering Period;


 


(c) the
maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a contrary
designation by the Administrator, shall be 100,000 Shares (and which, for the Section 423 Component Offering Periods, shall be subject
to the limitations described in Section 5.5 below);


 


(d) in
connection with each Offering Period that contains more than one Purchase Period, the maximum aggregate number of Shares which may be
purchased by any Eligible Employee during each Purchase Period, which, in the absence of a contrary designation by the Administrator,
shall be 100,000 Shares (and which, for the Section 423 Component Offering Periods, shall be subject to the limitations described in Section
5.5 below); and


 


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


 


Article
V.

ELIGIBILITY AND PARTICIPATION


 


5.1 Eligibility.
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 this Article V and, for
the Section 423 Component, the limitations imposed by Section 423(b) of the Code.


 


5.2 Enrollment
in Plan.


 


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


 


(b) Except
as otherwise determined by the Administrator, each subscription agreement shall designate a whole percentage of such Eligible Employee’s
Compensation to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each Payday during the Offering
Period as payroll deductions under the Plan. The percentage of Compensation designated by an Eligible Employee may not be less than 1%
and may not be more than the maximum percentage specified by the Administrator in the applicable Offering Document (which percentage shall
be 15% in the absence of any such designation) as payroll deductions. The payroll deductions made for each Participant shall be credited
to an account for such Participant under the Plan and shall be deposited with the general funds of the Company.


 


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


 






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


 


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


 


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


 


5.5 Limitation
on Purchase of 


 


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


 


5.6 Suspension
of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 5.5
(with respect to the Section 423 Component) or the other limitations set forth in this Plan, a Participant’s payroll deductions
may be suspended by the Administrator at any time during an Offering Period. The balance of the amount credited to the account of each
Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code, Section 5.5 or the other
limitations set forth in this Plan shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable, but not
more than 30 days, after the Purchase Date.


 


5.7 Foreign
Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms, rules and procedures
applicable to Participants who are citizens or residents of a foreign jurisdiction, or who are employed by a Designated Subsidiary outside
of the United States, as the Administrator may consider necessary or appropriate to accommodate differences in local law, tax policy or
custom. Except as permitted by Section 423 of the Code, with respect to the Section 423 Component, such special terms may not be more
favorable than the terms of rights granted under the Section 423 Component to Eligible Employees who are residents of the United States.
Such special terms may be set forth in an addendum to the Plan in the form of an appendix or sub-plan (which appendix 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 11.2(g). Without
limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to Participants who are
foreign nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular 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, establishment of bank or
trust accounts to hold payroll deductions or contributions.


 






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5.8 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, unless otherwise set forth in the terms of an Offering Document, a Participant may continue participation in the Plan
by making cash payments to the Company on his or her normal Payday equal to the Participant’s authorized payroll deduction.


 


Article
VI.

grant and Exercise of rights


 


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


 


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


 


6.3 Pro
Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with respect to which
rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment Date
of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan on such Purchase Date, the Administrator
may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase on such Enrollment
Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion
to be equitable among all Participants for whom rights to purchase Shares are to be exercised pursuant to this Article VI on such
Purchase Date, and shall either (i) continue all Offering Periods then in effect, or (ii) terminate any or all Offering Periods then in
effect pursuant to Article IX. The Company may make pro rata allocation of the Shares available on the Enrollment Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional Shares for issuance under the Plan
by the Company’s stockholders subsequent to such Enrollment Date. The balance of the amount credited to the account of each Participant
that has not been applied to the purchase of Shares shall be paid to such Participant without interest in one lump sum in cash as soon
as reasonably practicable after the Purchase Date, or such earlier date as determined by the Administrator.


 






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


 


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


 


Article
VII.

WITHDRAWAL; CESSATION OF ELIGIBILITY


 


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


 






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


 


7.3 Cessation
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 pursuant to this Article VII and the payroll deductions credited to such Participant’s account during
the then-current Purchase Period shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled
thereto under Section 12.4, as soon as reasonably practicable, and such Participant’s rights for the Offering Period shall
be automatically terminated. If a Participant transfers employment from the Company or any Designated Subsidiary participating in the
Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component, such transfer shall not be treated
as a termination of employment under the Plan, but the Participant shall immediately cease to participate in the Section 423 Component;
however, any contributions made for the then-current Purchase 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 Subsidiary participating in the
Non-Section 423 Component to the Company or any Designated Subsidiary participating in the Section 423 Component shall not be treated
as terminating the Participant’s employment under the Plan and shall remain a Participant in the Non-Section 423 Component until
the earlier of (i) the end of the current Offering Period under the Non-Section 423 Component or (ii) the Enrollment Date of the first
Offering Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator
may establish different rules to govern transfers of employment between entities participating in the Section 423 Component and the Non-Section
423 Component, consistent with the applicable requirements of Section 423 of the Code or other Applicable Law.


 


Article
VIII.

Adjustments upon Changes in SHARES


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article
IX.

Amendment, modification and termination


 


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


 






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


 


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


 


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


 


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


 


(c) allocating
Shares.


 


Such modifications or amendments
shall not require stockholder approval or if the Administrator so determines, the consent of any Participant.


 


9.4 Payments
Upon Termination of Plan. 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, or the Offering Period may be shortened so that the purchase
of Shares occurs prior to the termination of the Plan.


 


Article
X.

TERM OF PLAN


 


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


 






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Article
XI.

ADMINISTRATION


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g) The
Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be
outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan, with
the exception of Section 3.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall
govern the operation of such sub-plan.


 


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


 


Article
XII.

MISCELLANEOUS


 


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


 






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12.2 Rights
as a Stockholder. With respect to Shares subject to a right granted under the Plan, no Participant or Designated Beneficiary shall
be deemed to be a stockholder of the Company, and no Participant or Designated Beneficiary shall have any of the rights or privileges
of a stockholder, until such Shares have been issued to the Participant or the Designated Beneficiary following exercise of the Participant’s
rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property)
or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided
herein or as determined by the Administrator.


 


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


 


12.4 Designation
of Beneficiary.


 


(a) A
Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive any Shares
and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to
a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of such Shares and cash.
In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account
under the Plan in the event of such Participant’s death prior to exercise of the Participant’s rights under the Plan. If the
Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse
as his or her beneficiary shall not be effective without the prior written consent of the Participant’s spouse.


 


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


 


12.5 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.


 


12.6 Equal
Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under the Section
423 Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase plan” within the meaning
of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423 Component that is inconsistent with Section
423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, be reformed to comply with the
equal rights and 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 other Eligible Employees participating in the Non-Section 423 Component or as Eligible
Employees participating in the Section 423 Component.


 






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


 


12.8 Reports.
Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions,
the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 


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


 


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


 


12.11 Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent
of the Company or any Subsidiary will be liable to any Participant, former Participant, Designated Beneficiary or any other person for
any claim, loss, liability, or expense incurred in connection with the Plan or any Offering Period, and such individual will not be personally
liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director,
officer, other employee or agent of the Company or any Subsidiary.  The Company will indemnify and hold harmless each director, officer,
other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to
the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless
arising from such person’s own fraud or bad faith.


 


12.12 Data
Privacy. As a condition for participation in the Plan, each Participant explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan.  The Company
and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name,
address and telephone number; birthdate; social security number, insurance number or other identification number; salary; nationality;
job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and participation details, to implement, manage and administer
the Plan and any Offering Period(s) (the “Data”).  The Company and its Subsidiaries and affiliates may
transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan
and any Offering Period(s), and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company
with Plan implementation, administration and management.  These recipients may be located in the Participant’s country, or
elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. 
By participating in any Offering Period under the Plan, each Participant authorizes such recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan,
including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any
Shares.  The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s
participation in the Plan.  A Participant may, at any time, view the Data that the Company holds regarding such Participant, request
additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to
the Data regarding the Participant or refuse or withdraw the consents in this Section 12.12 in writing, without cost, by contacting the
local human resources representative.  If the Participant refuses or withdraws the consents in this Section 12.12, and the Company
may cancel Participant’s ability to participate in the Plan or any Offering Period(s).  For more information on the consequences
of refusing or withdrawing consent, Participants may contact their local human resources representative.


 






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12.13 Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded,
and the illegal or invalid action will be null and void.


 


12.14 Titles
and Headings.  The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s
text, rather than such titles or headings, will control.


 


12.15 Conformity
to Securities Laws.  Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. 
Notwithstanding anything herein to the contrary, the Plan and all Offering Periods will be administered only in conformance with Applicable
Laws.  To the extent Applicable Laws permit, the Plan and all Offering Periods will be deemed amended as necessary to conform to
Applicable Laws.


 


12.16 Relationship
to Other Benefits.  No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided
in writing in such other plan or an agreement thereunder.


 


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


 


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


 


12.19 Section
409A. The Section 423 Component of the Plan and the rights to purchase Shares granted pursuant to Offerings thereunder are intended
to be exempt from the application of Section 409A of the Code and the U.S. Department of Treasury Regulations and other interpretive guidance
issued thereunder (collectively, “Section 409A”). Neither the Non-Section 423 Component nor any right to purchase
Shares 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
right to purchase Shares granted under the Plan may be or become subject to Section 409A or that any provision of the Plan may cause a
right to purchase Shares 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 with an available exemption therefrom.


 


* * * * *


 


 


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